Exhibit
4.1 


EXECUTION VERSION


 



BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC,

as Depositor


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

as Master Servicer


RIALTO CAPITAL ADVISORS, LLC,

as Special Servicer


COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,

as Certificate Administrator and as Trustee


and


PARK BRIDGE LENDER SERVICES LLC,

as Operating Advisor and as Asset Representations Reviewer


POOLING AND SERVICING AGREEMENT


BBCMS Mortgage Trust 2022-C18


Commercial Mortgage Pass-Through Certificates

Series 2022-C18


Dated as of December 1, 2022





 



 




    	 		 



    


    




 


TABLE OF CONTENTS


	ARTICLE I

                                                                                 

                                                                                DEFINITIONS

	Section 1.01          	Defined Terms	5
	Section 1.02   	Certain Calculations	118
	ARTICLE II

                                                                                 

                                                                                CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

	Section 2.01   	Conveyance of Mortgage Loans	120
	Section 2.02   	Acceptance by Trustee	127
	Section 2.03   	Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans
for Defects in Mortgage Files and Breaches of Representations and Warranties	132
	Section 2.04   	Execution of Certificates; Issuance of Lower-Tier Regular Interests	149
	ARTICLE III

                                                                                 

                                                                                ADMINISTRATION AND SERVICING OF THE TRUST FUND

	Section 3.01   	Administration of the Mortgage Loans, the Serviced Companion Loans, and REO Properties	149
	Section 3.02   	Collection of Mortgage Loan Payments	157
	Section 3.03   	Collection of Taxes, Assessments and Similar Items; Servicing Accounts	163
	Section 3.04   	The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution
Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account	167
	Section 3.05   	Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	174
	Section 3.06   	Investment of Funds in the Collection Account, the REO Account and Loss of Value Reserve Fund	184
	Section 3.07   	Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	186
	Section 3.08   	Enforcement of Due-on-Sale Clauses; Assumption Agreements	192
	Section 3.09   	Realization Upon Defaulted Loans and Companion Loans	197
	Section 3.10   	Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files	201
	Section 3.11   	Servicing Compensation	202
	Section 3.12   	Inspections; Collection of Financial Statements; Delivery of Reports	209



 


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	Section 3.13          	Access to Certain Information	215
	Section 3.14   	Title to REO Property; REO Account	228
	Section 3.15   	Management of REO Property	230
	Section 3.16   	Sale of Defaulted Loans and REO Properties	232
	Section 3.17   	Additional Obligations of Master Servicer and Special Servicer	239
	Section 3.18   	Modifications, Waivers, Amendments and Consents	241
	Section 3.19   	Transfer of Servicing Between the Master Servicer and the Special Servicer; Recordkeeping; Asset Status Report	255
	Section 3.20   	Sub-Servicing Agreements	263
	Section 3.21   	Interest Reserve Account	266
	Section 3.22   	Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer	267
	Section 3.23   	Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder	267
	Section 3.24   	Intercreditor Agreements	271
	Section 3.25   	Rating Agency Confirmation	274
	Section 3.26   	The Operating Advisor	276
	Section 3.27   	Companion Paying Agent	284
	Section 3.28   	Serviced Companion Noteholder Register	285
	Section 3.29   	Certain Matters Relating to the Whole Loans	285
	Section 3.30   	[RESERVED]	288
	Section 3.31   	Resignation Upon Prohibited Risk Retention Affiliation	288
	Section 3.32   	Litigation Control	289
	Section 3.33   	Delivery of Excluded Information to the Certificate Administrator	292
	Section 3.34   	Certain Matters with Respect to Joint Mortgage Loans	293
	ARTICLE IV

                                                                                 

                                                                                DISTRIBUTIONS TO CERTIFICATEHOLDERS

	Section 4.01   	Distributions	298
	Section 4.02   	Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	308
	Section 4.03   	P&I Advances	314
	Section 4.04   	Allocation of Realized Losses	318
	Section 4.05   	Appraisal Reduction Amounts; Collateral Deficiency Amounts	319
	Section 4.06  	[RESERVED]	323
	Section 4.07   	Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	323
	Section 4.08 	Secure Data Room	326
	ARTICLE V

                                                                                 

                                                                                THE CERTIFICATES

	Section 5.01   	The Certificates	327



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	Section 5.02          	Form and Registration	328
	Section 5.03   	Registration of Transfer and Exchange of Certificates	331
	Section 5.04   	Mutilated, Destroyed, Lost or Stolen Certificates	341
	Section 5.05   	Persons Deemed Owners	341
	Section 5.06   	Access to List of Certificateholders’ Names and Addresses; Special Notices	341
	Section 5.07   	Maintenance of Office or Agency	343
	Section 5.08   	Appointment of Certificate Administrator	343
	Section 5.09   	[RESERVED]	344
	Section 5.10  	Voting Procedures for Certificates	344
	ARTICLE VI

                                                                                 

                                                                                THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE DIRECTING CERTIFICATEHOLDER

	Section 6.01   	Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations
Reviewer	345
	Section 6.02   	Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	351
	Section 6.03   	Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations
Reviewer	351
	Section 6.04   	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and Others	353
	Section 6.05   	Depositor, Master Servicer and Special Servicer Not to Resign	358
	Section 6.06   	Rights of the Depositor in Respect of the Master Servicer and the Special Servicer	359
	Section 6.07   	The Master Servicer and the Special Servicer as Certificate Owner	359
	Section 6.08   	The Directing Certificateholder	359
	Section 6.09   	Knowledge of Computershare Trust Company, National Association	366
	ARTICLE VII

                                                                                 

                                                                                SERVICER TERMINATION EVENTS

	Section 7.01   	Servicer Termination Events; Master Servicer and Special Servicer Termination	367
	Section 7.02   	Trustee to Act; Appointment of Successor	375
	Section 7.03   	Notification to Certificateholders	377
	Section 7.04   	Waiver of Servicer Termination Events	377
	Section 7.05   	Trustee as Maker of Advances	378



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	ARTICLE VIII

                                                                                 

                                                                                CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR

	Section 8.01          	Duties of the Trustee and the Certificate Administrator	379
	Section 8.02   	Certain Matters Affecting the Trustee and the Certificate Administrator	380
	Section 8.03   	Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	382
	Section 8.04   	Trustee or Certificate Administrator May Own Certificates	383
	Section 8.05   	Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	383
	Section 8.06   	Eligibility Requirements for Trustee and Certificate Administrator	384
	Section 8.07   	Resignation and Removal of the Trustee and Certificate Administrator	385
	Section 8.08   	Successor Trustee or Certificate Administrator	387
	Section 8.09   	Merger or Consolidation of Trustee or Certificate Administrator	388
	Section 8.10   	Appointment of Co-Trustee or Separate Trustee	388
	Section 8.11   	Appointment of Custodians	389
	Section 8.12   	Representations and Warranties of the Trustee	390
	Section 8.13   	Provision of Information to Certificate Administrator, Master Servicer and Special Servicer	391
	Section 8.14   	Representations and Warranties of the Certificate Administrator	391
	Section 8.15   	Compliance with the PATRIOT Act	392
	ARTICLE IX

                                                                                 

                                                                                TERMINATION

	Section 9.01   	Termination upon Repurchase or Liquidation of All Mortgage Loans	393
	Section 9.02   	Additional Termination Requirements	396
	ARTICLE X ADDITIONAL REMIC PROVISIONS
	Section 10.01   	REMIC Administration	397
	Section 10.02   	Use of Agents	401
	Section 10.03   	Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator	401
	Section 10.04   	Appointment of REMIC Administrators	401
	ARTICLE XI

                                                                                 

                                                                                EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

	Section 11.01   	Intent of the Parties; Reasonableness	402
	Section 11.02   	Succession; Subcontractors	403



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	Section 11.03          	Filing Obligations	405
	Section 11.04   	Form 10-D and Form ABS-EE Filings	406
	Section 11.05   	Form 10-K Filings	411
	Section 11.06   	Sarbanes-Oxley Certification	413
	Section 11.07  	Form 8-K Filings	415
	Section 11.08   	Form 15 Filing	417
	Section 11.09   	Annual Compliance Statements	417
	Section 11.10   	Annual Reports on Assessment of Compliance with Servicing Criteria	419
	Section 11.11   	Annual Independent Public Accountants’ Attestation Report	421
	Section 11.12   	Indemnification	423
	Section 11.13   	Amendments	425
	Section 11.14   	Regulation AB Notices	426
	Section 11.15   	Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	426
	Section 11.16   	Certain Matters Regarding Significant Obligors	431
	Section 11.17   	Impact of Cure Period	431
	ARTICLE XII

                                                                                 

                                                                                THE ASSET REPRESENTATIONS REVIEWER

	Section 12.01   	Asset Review	432
	Section 12.02   	Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	438
	Section 12.03   	Resignation of the Asset Representations Reviewer	439
	Section 12.04   	Restrictions of the Asset Representations Reviewer	439
	Section 12.05   	Termination of the Asset Representations Reviewer	439
	ARTICLE XIII

                                                                                 

                                                                                MISCELLANEOUS PROVISIONS

	Section 13.01   	Amendment	443
	Section 13.02   	Recordation of Agreement; Counterparts	448
	Section 13.03   	Limitation on Rights of Certificateholders	448
	Section 13.04   	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	449
	Section 13.05   	Notices	450
	Section 13.06   	Severability of Provisions	460
	Section 13.07   	Grant of a Security Interest	460
	Section 13.08   	Successors and Assigns; Third Party Beneficiaries	461
	Section 13.09   	Article and Section Headings	461
	Section 13.10   	Notices to the Rating Agencies	461
	Section 13.11   	Recognition of U.S. Special Resolution Regimes	463
	Section 13.12   	Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings	464



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	Section 13.13          	Cooperation with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements	464
	Section 13.14   	PNC Bank, National Association	464


 




    	 	-vi-	 



    


    

EXHIBITS


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







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




    	 	-viii-	 



    


    

SCHEDULES


	SCHEDULE 1        	Mortgage Loans With Additional Secured Debt
	SCHEDULE 2	Class A-SB Planned Principal Balance Schedule
	SCHEDULE 3	Designated Mortgage Loans With Earnout or Performance Escrows or Reserves (Exceeding 10% of the Initial Principal Balance of the Mortgage Loan or (if applicable) Whole Loan)



 




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This Pooling and Servicing
Agreement is dated and effective as of December 1, 2022, between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare
Trust Company, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer.


PRELIMINARY STATEMENT:


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


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


LOWER-TIER REMIC


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


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




    	 	 	 



    


    

 


	
    Class
    Designation
	
    Interest
    Rate
	
    Original
    Lower-Tier Principal 

Amount

	Class LA1	(1)	$	10,600,000	 
	Class LA2	(1)	$	73,000,000	 
	Class LA3	(1)	$	42,100,000	 
	Class LA4	(1)	$	175,000,000	 
	Class LA5	(1)	$	248,200,000	 
	Class LASB	(1)	$	16,826,000	 
	Class LAS	(1)	$	70,715,000	 
	Class LB	(1)	$	34,348,000	 
	Class LC	(1)	$	38,389,000	 
	Class LD	(1)	$	20,204,000	 
	Class LERR	(1)	$	19,194,000	 
	Class LFRR	(1)	$	11,113,000	 
	Class LGRR	(1)	$	10,102,000	 
	Class LHRR	(1)	$	9,092,000	 
	Class LJRR	(1)	$	29,297,236	 
	Class LR	None(2)	 	None(2)  	 



 



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



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



UPPER-TIER REMIC


The Upper-Tier REMIC
will hold the Lower-Tier Regular Interests and will issue the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-SB, Class X-A, Class A-S, Class B, Class C, Class X-D, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR and Class J-RR
Certificates, each of which represents a class of “regular interests” in the Upper-Tier REMIC created hereunder. The Upper-Tier
REMIC regular interests will have the same Pass-Through Rates as their corresponding Certificates and the same original principal amounts
or notional amounts as the original certificate balance or notional amount, as applicable, of their corresponding Certificates as shown
in the “Certificates” table below. The Upper-Tier REMIC shall also issue the uncertificated Class UR Interest, which is
the sole class of “residual interests” in the Upper-Tier REMIC for purposes of the REMIC Provisions and is represented
by the Class R Certificates. The Class UR Interest will not have a Certificate Balance or Notional Amount, will not bear interest and
will not be entitled to distributions of Prepayment Premiums or Yield Maintenance Charges. Any Available Funds remaining in the Upper-Tier
REMIC Distribution Account after all required distributions under this Agreement have been made to each Class of Regular Certificates
will be deemed distributed to the Class UR Interest and shall be payable to the Holders of the Class R Certificates.


THE CERTIFICATES 


The following table (and
related paragraphs) sets forth the designation, the initial pass-through rate (the “Pass-Through Rate”) and the
aggregate initial principal amount (in the case




    	 	-2-	 



    


    

of the Principal Balance Certificates, the
“Original Certificate Balance”) or the aggregate initial notional amount (in the case of the Class X Certificates,
the “Original Notional Amount”), as applicable, for each Class of Certificates:


	
    Class
    of Certificates
	
    Approximate
    Initial Pass-Through Rate
	
    Original
    Certificate

    Balance or Original Notional

    Amount

	Class A-1 Certificates	5.87700%	 	$	10,600,000	 
	Class A-2 Certificates	5.49500%	 	$	73,000,000	 
	Class A-3 Certificates	5.99800%	 	$	42,100,000	 
	Class A-4 Certificates	5.43900%	 	$	175,000,000	 
	Class A-5 Certificates	5.71000%	 	$	248,200,000	 
	Class A-SB Certificates	5.94900%	 	$	16,826,000	 
	Class X-A Certificates	0.46052%	 (1) 	$	636,441,000	 (2) 
	Class X-D Certificates	2.14818%	 (1) 	$	20,204,000	 (2) 
	Class A-S Certificates	6.14818%	 	$	70,715,000	 
	Class B Certificates	6.14818%	 	$	34,348,000	 
	Class C Certificates	6.14818%	 	$	38,389,000	 
	Class D Certificates	4.00000%	 	$	20,204,000	 
	Class E-RR Certificates	6.14818%	 	$	19,194,000	 
	Class F-RR Certificates	6.14818%	 	$	11,113,000	 
	Class G-RR Certificates	6.14818%	 	$	10,102,000	 
	Class H-RR Certificates	6.14818%	 	$	9,092,000	 
	Class J-RR Certificates	6.14818%	 	$	29,297,236	 
	Class R Certificates	None(3)  	 	 	N/A        	 


 



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



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



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



As of the close of business
on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of principal due on
or before such date, whether or not received, equal to $808,180,236.


WHOLE LOANS


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




    	 	-3-	 



    


    

 


	Whole Loan	Type	Non-Serviced PSA	Companion Loan Name	Companion Loan Type
	Rialto Industrial	Servicing Shift	
    N/A

     
	
    Note A-2

    Note A-3

    Note A-4

    Note A-5

    Note A-6

    Note A-7
	
    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

	WRS Retail Portfolio	Serviced	N/A	Note A-2	Pari Passu
	Phoenix Industrial Portfolio IX	Non-Serviced	BMO 2022-C3	Note A-1 	Pari Passu
	70 Hudson Street	Serviced	
    N/A

     
	
    Note A-A-2

    Note A-A-3

    Note A-A-4

    Note A-A-5

    Note A-A-6

    Note A-B
	
    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Subordinate

	Hamilton Portfolio	Non-Serviced	BBCMS 2022-C17	
    Note A-1

    Note A-3
	
    Pari Passu

    Pari Passu

	The Showboat Hotel	Serviced	N/A	
    Note A-2-1

    Note A-2-2
	
    Pari Passu

    Pari Passu

	Wyndham National Hotel Portfolio	Non-Serviced	
    UBS 2019-C18

     
	
    Note A-1

    Note A-3

    Note A-4

    Note A-5

    Note A-6

    Note A-7

    Note A-8

    Note A-10

    Note A-11

    Note A-12
	
    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

	469 7th Avenue	Non-Serviced	
    Benchmark 2022-B37

     
	
    Note A-1

    Note A-2

    Note A-3

    Note A-5
	
    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

	Autokiniton Industrial Portfolio	Non-Serviced	BBCMS 2022-C17	Note A-1	
    Pari Passu

     

	Saks Fulfillment Center	Non-Serviced	
    BMO 2022-C3

     
	
    Note A-1

    Note A-2

    Note A-4

    Note A-5
	
    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

	Crossgates Commons	Non-Serviced	BBCMS 2022-C17	
    Note A-1

    Note A-3
	
    Pari Passu

    Pari Passu





    	 	-4-	 



    


    

 


	Whole Loan	Type	Non-Serviced PSA	Companion Loan Name	Companion Loan Type
	Park West Village	Non-Serviced	
    BBCMS 2022-C17

     
	
    Note A-1

    Note A-2

    Note A-4

    Note A-5

    Note A-6

    Note A-7

    Note A-8

    Note A-9

    Note A-10

    Note A-11

    Note A-12

    Note B-A

    Note B-B
	
    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Subordinate

    Subordinate



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


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


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


ARTICLE
I



DEFINITIONS


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


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


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


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




    	 	-5-	 



    


    

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


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


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


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


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


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


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


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


“AB Subordinate
Companion Loan”: With respect to any AB Whole Loan, the related companion loan evidenced by the related promissory note made
by the related Mortgagor and secured by the Mortgage on the related AB Mortgaged Property, which is not included in the Trust and which
is subordinate in right of payment to the related AB Mortgage Loan to the extent set forth in the related Mortgage Loan documents and
as provided in the related Intercreditor Agreement. For the avoidance of doubt, the 70 Hudson Street Subordinate Companion Loan and the
Park West Village Subordinate Companion Loans are the only AB Subordinate Companion Loans related to the Trust as of the Closing Date.


“AB Whole Loan”:
A Whole Loan that consists of a Mortgage Loan and a related AB Subordinate Companion Loan and may include one or more Pari Passu Companion
Loans. The AB Whole Loans related to the Trust as of the Closing Date are the Whole Loans described in the table under the heading “Whole
Loans” in the Preliminary Statement hereto as having a “Companion Loan Type” of “Pari Passu and Subordinate”
or “Subordinate”. For the avoidance of doubt, the 70 Hudson Street Whole Loan and the Park West Village Whole Loan are the
only AB Whole Loans related to the Trust as of the Closing Date.




    	 	-6-	 



    


    

“AB Whole Loan Controlling
Holder”: With respect to a Serviced AB Whole Loan, the “Controlling Holder”, “Controlling Noteholder”
or similarly defined party identified in the related AB Intercreditor Agreement. With respect to the 70 Hudson Street Whole Loan, John
Hancock Life Insurance Company (U.S.A.) is the related AB Whole Loan Controlling Holder as of the Cut-off Date.


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


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




    	 	-7-	 



    


    

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


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


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


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


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


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


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


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


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


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


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


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


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




    	 	-8-	 



    


    

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


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


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


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


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


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


“Applicable Laws”:
As defined in Section 8.15.


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


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


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




    	 	-9-	 



    


    

 


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




    	 	-10-	 



    


    

such valuation, if the Special Servicer has
not obtained an Appraisal or performed such valuation, as applicable, referred to above within sixty (60) days of the Appraisal Reduction
Event (or with respect to the Appraisal Reduction Events set forth in clauses (i) and (vi) of the definition of Appraisal
Reduction Event, within one hundred twenty (120) days (in the case of clause (i)) or ninety (90) days or one hundred
twenty (120) days, as applicable (in case of clause (vi)) after the initial delinquency for the related Appraisal Reduction
Event), the Appraisal Reduction Amount shall be deemed to be an amount equal to 25% of the current Stated Principal Balance of the related
Mortgage Loan or Serviced Whole Loan, as applicable, until such time as such appraisal or valuation referred to above is received by the
Special Servicer and the Appraisal Reduction Amount is calculated as of the first Determination Date that is at least ten (10) Business
Days thereafter. Within sixty (60) days after the Appraisal Reduction Event, the Special Servicer shall order and use reasonable
efforts to receive an Appraisal (the cost of which shall be paid by the Master Servicer as a Servicing Advance); provided, further,
however, that with respect to an Appraisal Reduction Event as set forth in clause (i) of the definition of Appraisal
Reduction Event, the Special Servicer shall order and use reasonable efforts to receive such Appraisal within the one hundred twenty (120) day
period set forth in such clause (i), and with respect to an Appraisal Reduction Event as set forth in clause (vi)
of the definition of Appraisal Reduction Event, the Special Servicer shall order and use reasonable efforts to receive such Appraisal
within the ninety (90) day period or one hundred twenty (120) day period, as applicable, set forth in such clause (vi);
provided, further, however, that in no event shall the Special Servicer be required to order any such Appraisal prior
to the conclusion of such sixty (60), ninety (90), or one hundred twenty (120) day period, as applicable, and in each case, the related
Appraisal shall be promptly delivered in electronic format by the Special Servicer to the Master Servicer, the Operating Advisor, the
Directing Certificateholder (but only prior to the occurrence and continuance of a Consultation Termination Event), the Certificate Administrator
and the Trustee. In connection with any Appraisal Reduction Amount, the Master Servicer shall provide the Special Servicer with the information
as set forth in Section 4.05(c) within four (4) Business Days of its receipt of any such request. The Master Servicer shall
not calculate Appraisal Reduction Amounts.


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


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


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




    	 	-11-	 



    


    

“Appraisal Reduction
Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan, and Serviced
Whole Loan, the earliest of (i) one hundred twenty (120) days after an uncured delinquency (without regard to the application
of any Grace Period), other than any uncured delinquency in respect of a Balloon Payment, occurs in respect of such Mortgage Loan or Serviced
Companion Loan or Serviced Whole Loan, as applicable, (ii) the date on which a reduction in the amount of Periodic Payments on such
Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan, as applicable, or a change in any other material economic term of such
Mortgage Loan or Serviced Companion Loan or Serviced Whole Loan, as applicable (other than an extension of the Maturity Date), becomes
effective as a result of a modification of such Mortgage Loan or Serviced Companion Loan or Serviced Whole Loan, as applicable, by the
Special Servicer, (iii) thirty (30) days after the date on which a receiver has been appointed for the Mortgaged Property, (iv) thirty
(30) days after the date on which a Mortgagor or the tenant at a single tenant property declares bankruptcy (and the bankruptcy petition
is not otherwise dismissed within such time), (v) sixty (60) days after the date on which an involuntary petition of bankruptcy
is filed with respect to a Mortgagor if not dismissed within such time, (vi) ninety (90) days after an uncured delinquency occurs
in respect of a Balloon Payment with respect to such Mortgage Loan or Serviced Companion Loan or Serviced Whole Loan, as applicable, except
where a refinancing is anticipated within one hundred twenty (120) days after the Maturity Date of the Mortgage Loan or Serviced
Companion Loan or Serviced Whole Loan, as applicable, in which case one hundred twenty (120) days after such uncured delinquency,
and (vii) immediately after such Mortgage Loan or Serviced Companion Loan or Serviced Whole Loan, as applicable, becomes an REO Loan;
provided that the thirty (30) day period referenced in clause (iii) and clause (iv) shall not apply
if the related Mortgage Loan is a Specially Serviced Loan; provided, further, however, that an Appraisal Reduction
Event shall not occur at any time when the aggregate Certificate Balances of all Classes of Subordinate Certificates have been reduced
to zero. The Special Servicer shall notify the Master Servicer, the Directing Certificateholder, and the Operating Advisor, or the Master
Servicer shall notify the Special Servicer and the Operating Advisor, as applicable, promptly upon such Person having notice or knowledge
of the occurrence of any of the foregoing events. The obligation to obtain an Appraisal following the occurrence of an Appraisal Reduction
Event shall be subject to the provisions of Section 4.05. For the avoidance of doubt, and for purposes of clauses (i) and
(ii) above, neither (i) a Payment Accommodation with respect to any Mortgage Loan or Serviced Whole 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.


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


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


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




    	 	-12-	 



    


    

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


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


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


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


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


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


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


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


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


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


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


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


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


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


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




    	 	-13-	 



    


    

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


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


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


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


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


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


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




    	 	-14-	 



    


    

REO Loan (excluding, for purposes of determining
P&I Advances, the portion allocable to any related Companion Loan, if applicable) at the applicable Mortgage Rate (net of interest
at the Servicing Fee Rate and the related Non-Serviced Primary Servicing Fee Rate, if applicable).


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


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


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


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


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


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


(iv)                           with respect to
the Actual/360 Mortgage Loans and any Distribution Date occurring in (1) each February or (2) any January in a year that
is not a leap year (in each case, unless the related Distribution Date is the final Distribution Date), an amount equal to one (1)
day of interest on the Stated Principal Balance of




    	 	-15-	 



    


    

such Mortgage Loan as of the Due Date in
the month preceding the month in which such Distribution Date occurs at the related Mortgage Rate to the extent such amounts are Withheld
Amounts and are on deposit in the Collection Account;


(v)                              [RESERVED];


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


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


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


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


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


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


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


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


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


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


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




    	 	-16-	 



    


    

“Barclays Mortgage
Loan Purchase Agreement”: The mortgage loan purchase agreement, dated and effective as of December 14, 2022, among Barclays,
BCHI and the Depositor.


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


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


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


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


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


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


“Borrower-Related
Party”: As defined in Section 3.32(a).


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


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


“BSPRT Mortgage
Loan Purchase Agreement”: The mortgage loan purchase agreement, dated and effective as of December 14, 2022, among BSPRT, FBRT
and the Depositor.


“Business Day”:
Any day other than a Saturday, a Sunday or a day on which banking institutions in Florida, Pennsylvania, Maryland, New York, Kansas, Ohio
or the city and state in which the Corporate Trust Office of the Trustee or the Certificate Administrator, or the principal place of business
or principal commercial mortgage loan servicing office of the Master Servicer or the Special Servicer is located, or the New York Stock
Exchange or the Federal Reserve System of the United States of America are authorized or obligated by law or executive order to remain
closed.




    	 	-17-	 



    


    

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


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2022-C18, as executed and delivered by the
Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


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


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


“Certificate Administrator
Fee Rate”: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.00953% per annum and
the Stated Principal Balance of the related Mortgage Loan (calculated in the same manner as interest is calculated on the related Mortgage
Loan) or REO Loan (other than the portion of an REO Loan related to any Companion Loan) as of the preceding Distribution Date. The Certificate
Administrator Fee includes the Trustee Fee.


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


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


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


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




    	 	-18-	 



    


    

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


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




    	 	-19-	 



    


    

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


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


“Certification Parties”:
As defined in Section 11.06.


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


“Certifying Person”:
As defined in Section 11.06.


“Certifying Servicer”:
As defined in Section 11.09.


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


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


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


“Class A-1 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 5.87700%.


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


“Class A-2 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 5.49500%.


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


“Class A-3 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 5.99800%, subject to a maximum rate equal to
the Weighted Average Net Mortgage Rate for such Distribution Date.


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




    	 	-20-	 



    


    

“Class A-4 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 5.43900%.


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


“Class A-5 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 5.71000%, subject to a maximum rate equal to
the Weighted Average Net Mortgage Rate for such Distribution Date.


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


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


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


“Class A-SB
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 5.94900%, subject to a maximum
rate equal to the Weighted Average Net Mortgage Rate for such Distribution Date.


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


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


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


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


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


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




    	 	-21-	 



    


    

“Class D Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 4.00000%, subject to a maximum rate equal to
the Weighted Average Net Mortgage Rate for such Distribution Date.


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


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


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


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


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


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


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


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


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


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


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


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




    	 	-22-	 



    


    

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


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


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


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


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


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


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


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


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


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




    	 	-23-	 



    


    

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


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


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


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


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


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


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


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


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


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


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




    	 	-24-	 



    


    

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


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


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


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


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


“Closing Date”:
December 14, 2022.


“CMBS”:
Commercial mortgage-backed securities.


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


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




    	 	-25-	 



    


    

With respect to any Appraisal
Reduction Amount or Collateral Deficiency Amount calculated for purposes of determining the existence and identity of the Controlling
Class pursuant to Section 4.05(a) and the occurrence and continuance of a Control Termination Event or an Operating Advisor Consultation
Event, the Appraised Value for the related Mortgaged Property determined in connection with this definition shall be determined on an
“as-is” basis. The Master Servicer shall not calculate any Collateral Deficiency Amount.


“Collection Account”:
A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section 3.04(a) on behalf
of the Trustee for the benefit of the Certificateholders, which shall be entitled “Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, on behalf of Computershare Trust Company, National Association, as Trustee, for the benefit
of the registered holders of BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18, Collection
Account”. Any such account or accounts shall be an Eligible Account. Subject to the related Intercreditor Agreement and taking into
account that each Companion Loan is subordinate or pari passu, as applicable, to the related Serviced Mortgage Loan to the extent set
forth in the related Intercreditor Agreement, the subaccount described in the second paragraph of Section 3.04(b) that is part
of the Collection Account shall be for the benefit of the Serviced Companion Noteholders, to the extent funds on deposit in such subaccount
are attributed to such Companion Loans and shall not be an asset of the Trust or either Trust REMIC.


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


“Commission”:
The Securities and Exchange Commission.


“Companion Distribution
Account”: With respect to any Serviced Companion Loan, the separate account created and maintained by the Companion Paying Agent
pursuant to Section 3.04(b) and held on behalf of the Serviced Companion Noteholders, which shall be entitled “Midland Loan
Services, a Division of PNC Bank, National Association, as Companion Paying Agent, for the benefit of the Serviced Companion Noteholders
of the Serviced Companion Loans, relating to the BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series
2022-C18, Companion Distribution Account”. The Companion Distribution Account shall not be an asset of the Trust or either Trust
REMIC, but instead shall be held by the Companion Paying Agent on behalf of the Serviced Companion Noteholders. Any such account shall
be an Eligible Account. Notwithstanding the foregoing, if the Master Servicer and the Companion Paying Agent are the same entity, the
Companion Distribution Account may be the subaccount referenced in the second paragraph of Section 3.04(b).




    	 	-26-	 



    


    

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


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


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


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


“Compensating Interest
Payment”: An aggregate amount as of any Distribution Date with respect to each Serviced Mortgage Loan and any related Serviced
Pari Passu Companion Loan equal to the lesser of (i) the aggregate amount of Prepayment Interest Shortfalls incurred in connection
with voluntary principal prepayments received in respect of the Mortgage Loans (other than Non-Serviced Mortgage Loans) and any related
Serviced Pari Passu Companion Loans (in each case other than any Specially Serviced Loan or any Mortgage Loan or related Serviced Pari
Passu Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related
Distribution Date and (ii) the aggregate of (A) that portion of the Master Servicer’s Servicing Fees for such Distribution
Date that is, in the case of each Mortgage Loan (other than any Non-Serviced Mortgage Loans), Serviced Pari Passu Companion Loan and
REO Loan for which Servicing Fees are being paid to the Master Servicer for such Collection Period, calculated at a rate of 0.00125% per
annum, (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period with respect to the
applicable Mortgage Loans (other than the Non-Serviced Mortgage Loans) (and, so long as a Serviced Whole Loan is serviced hereunder,
any related Serviced Pari Passu Companion Loan) subject to such prepayment and (C) to the extent earned on voluntary principal prepayments,
net investment earnings payable to the Master Servicer for such Collection Period received by the Master Servicer during such Collection
Period with respect to the Mortgage Loans (other than the Non-Serviced Mortgage Loans) or any related Serviced Pari Passu Companion
Loan, as applicable, subject to such prepayment. In no event shall the rights of the Certificateholders to the offset of the aggregate
Prepayment Interest Shortfalls be cumulative. However, if a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a
result of the Master Servicer’s allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the
terms of the related Mortgage Loan documents regarding Principal Prepayments (other than (V) a Non-Serviced Mortgage Loan, (W) subsequent
to a default under the related Mortgage Loan documents or if the Mortgage Loan is a Specially Serviced Loan, (X) pursuant to applicable
law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such Principal Prepayment in accordance
with the Servicing Standard, (Y)(i) at the request or with the consent of the Special Servicer or, (ii) so long as no Control Termination
Event has occurred and is continuing, and only with respect to Mortgage Loans other than Excluded Loans with respect to the Directing
Certificateholder, at the request or with the consent of the Directing Certificateholder or (Z) in connection with the payment of
any Insurance and Condemnation Proceeds), then for purposes of calculating the Compensating Interest Payment for the related Distribution
Date, the Master Servicer shall pay, without regard to clause (ii) above, the aggregate amount of Prepayment Interest Shortfalls
with respect to such Mortgage Loan, otherwise described




    	 	-27-	 



    


    

in clause (i) above in connection
with such Prohibited Prepayments. For the avoidance of doubt, any portion of a Compensating Interest Payment attributable to a Serviced
Whole Loan shall be allocated among the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s), pro rata,
in accordance with their respective principal balances.


“Consultation Termination
Event”: At any date at which (a) with respect to any Mortgage Loan (other than with respect to any Serviced AB Whole Loan) (i) 
no Class of Control Eligible Certificates exists where such Class’s aggregate Certificate Balance is at least equal to 25% of the
Original Certificate Balance of that Class, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts
or (ii) a Holder of the Class H-RR Certificates is the majority Controlling Class Certificateholder and has irrevocably waived
its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder, and such rights have not been reinstated
to a successor controlling class certificateholder pursuant to Section 3.23(m); provided, that a Consultation Termination
Event shall be deemed not continuing in the event that the Certificate Balances of the Certificates other than the Control Eligible Certificates
have been reduced to zero as a result of principal payments on the Mortgage Loans and (b) with respect to any Serviced AB Whole Loan,
when the related AB Control Appraisal Period has occurred and is continuing and when the events in clause (a) above are occurring;
provided, further, that no Consultation Termination Event may occur with respect to the Loan-Specific Directing Certificateholder
related to a Servicing Shift Whole Loan and the term “Consultation Termination Event” shall not be applicable to the Loan-Specific
Directing Certificateholder related to such Servicing Shift Whole Loan. The Certificate Administrator shall notify the Operating Advisor,
the Master Servicer and the Special Servicer of the commencement or cessation of any Consultation Termination Event.


“Consumer Price
Index for All Urban Consumers”: The “Consumer Price Index for All Urban Consumers” as published by the U.S. Department
of Labor.


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


“Control Termination
Event”: The occurrence of (a) with respect to any Mortgage Loan (other than with respect to any Serviced AB Whole Loan), when
(i) the Certificate Balance of the senior most Class of Control Eligible Certificates (taking into account the application of any Cumulative
Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section 4.05(a)) being
reduced to less than 25% of the Original Certificate Balance of such Class or (ii) a Holder of the Class H-RR Certificates becoming
the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the
Controlling Class Certificateholder and such rights have not been reinstated to a successor controlling class certificateholder pursuant
to Section 3.23(m); provided, that no Control Termination Event resulting solely from the operation of clause (ii)
will be deemed to have existed or be in continuance with respect to a successor holder of the Class G-RR Certificates that has not irrevocably
waived its right to exercise any of the rights of the Controlling Class Certificateholder; provided, further, that a Control
Termination Event shall not be deemed continuing in the event that the Certificate Balances of the Certificates other than the Control
Eligible Certificates have been reduced to zero as a result of principal payments on the Mortgage Loans, and (b) with respect to any Serviced
AB Whole Loan, when the related AB Control




    	 	-28-	 



    


    

Appraisal Period has occurred and is continuing
and when the events in clause (a) above are occurring; provided further, that prior to the applicable Servicing Shift Date,
no Control Termination Event may occur with respect to the Loan-Specific Directing Certificateholder related to a Servicing Shift Whole
Loan and the term “Control Termination Event” shall not be applicable to the Loan-Specific Directing Certificateholder related
to such Servicing Shift Whole Loan.


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


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


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


“Corporate Trust
Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any particular time
its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement
is located (i) with respect to Certificate transfers and surrenders, at Computershare Trust Company, National Association, 600 South
4th Street, 7th Floor, Minneapolis, Minnesota 55415, Attention: Certificate Transfer Services – BBCMS 2022-C18, (ii) with respect
to the Trustee, at Computershare Trust Company, National Association, 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate
Trust Services (CMBS) - BBCMS Mortgage Trust 2022-C18 and (iii) for all other purposes, to the Certificate Administrator, at Computershare
Trust Company, National Association, 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services (CMBS), BBCMS
Mortgage Trust 2022-C18.


“Corrected Loan”:
Any Specially Serviced Loan that has become current and remained current for three (3) consecutive Periodic Payments (for such purposes
taking into account any modification or amendment of the related Mortgage Loan or Companion Loan, as applicable, whether by a consensual
modification or in connection with a bankruptcy, insolvency or similar proceeding involving the Mortgagor), and (provided that
no other Servicing Transfer Event has occurred with respect to such Mortgage Loan or Companion Loan during such preceding




    	 	-29-	 



    


    

three (3) months, no additional event
of default is foreseeable in the reasonable judgment of the Special Servicer and no other event or circumstance exists that causes such
Mortgage Loan or Companion Loan, as applicable, to otherwise constitute a Specially Serviced Loan) the servicing of which the Special
Servicer has returned to the Master Servicer pursuant to Section 3.19(a).


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


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


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


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


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


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


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


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




    	 	-30-	 



    


    

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


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


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


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


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


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


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


“CREFC®
Investor Reporting Package”: The collection of reports specified by the CREFC® from time to time as the “CREFC®
Investor Reporting Package”. As of the Closing Date, the CREFC® Investor Reporting Package contains eight electronic
files ((1) CREFC® Loan Setup File, (2) CREFC® Loan Periodic Update File, (3) CREFC®
Property File, (4) CREFC® Bond Level File, (5) CREFC® Collateral Summary File, (6) CREFC®
Financial File, (7) CREFC® Special Servicer Loan File and (8) CREFC® Schedule AL File) and nine surveillance
reports ((1) CREFC® Servicer Watch List, (2) CREFC® Delinquent Loan Status Report, (3) CREFC®




    	 	-31-	 



    


    

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


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


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


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


“CREFC®
Loan Modification Report”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “Loan Modification Report” available and effective from time to time on the CREFC® Website, or
such other form for the




    	 	-32-	 



    


    

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


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


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


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


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


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


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


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


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




    	 	-33-	 



    


    

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


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


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


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


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


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


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


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


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




    	 	-34-	 



    


    

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


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


“Crossed Underlying
Loan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not all) of the Crossed
Underlying Loans therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group affected
by such Material Defect, for purposes of this definition, the “affected Crossed Underlying Loans” and the other Crossed Underlying
Loan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the “remaining Crossed Underlying Loans”) (i) the
Debt Service Coverage Ratio for all the remaining Crossed Underlying Loans for the four most recently reported calendar quarters preceding
the repurchase or substitution shall not be less than the least of (a) 0.10x below the Debt Service Coverage Ratio for the Crossed
Mortgage Loan Group (including the affected Crossed Underlying Loan(s)) set forth in Annex A-1 to the Prospectus, (b) the Debt
Service Coverage Ratio for the Crossed Mortgage Loan Group (including the affected Crossed Underlying Loan(s)) for the four preceding
calendar quarters preceding the repurchase or replacement and (c) 1.25x, (ii) the LTV Ratio for all the remaining Crossed Underlying
Loans determined at the time of repurchase or substitution based upon an Appraisal obtained by the Special Servicer at the expense of
the related Mortgage Loan Seller shall not be greater than the greatest of (a) the LTV Ratio, expressed as a whole number percentage
(taken to one decimal place), for the entire Crossed Mortgage Loan Group, (including the affected Crossed Underlying Loan(s)) set forth
in Annex A-1 to the Prospectus plus 10%, (b) the LTV Ratio, expressed as a whole number percentage (taken to one decimal
place), for the entire such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s) at the time of repurchase or
substitution, and (c) 75%, (iii) the related Mortgage Loan Seller, at its expense, shall have furnished the Trustee and the
Certificate Administrator with an Opinion of Counsel that any modification relating to the repurchase or substitution of a Crossed Underlying
Loan shall not cause an Adverse REMIC Event, (iv) the related Mortgage Loan Seller causes the affected Crossed Underlying Loan to
become not cross-collateralized and cross-defaulted with the remaining related Crossed Underlying Loans prior to such repurchase
or substitution or otherwise forbears from exercising enforcement rights against the Primary Collateral for any Crossed Underlying Loan(s)
remaining in the Trust (while the Trust forbears from exercising enforcement rights against the Primary Collateral for the Mortgage Loan
removed from the Trust) and (v) (other than with respect to any Excluded Loan) unless a Control Termination Event has occurred and
is continuing, the Directing Certificateholder shall have consented to the repurchase or substitution of the affected Crossed Underlying
Loan, which consent shall not be unreasonably withheld, conditioned or delayed.




    	 	-35-	 



    


    

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


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


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


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


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


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


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


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




    	 	-36-	 



    


    

Periodic Payment will be calculated (for purposes
of this definition only) to include interest and principal (based on the remaining amortization term indicated in the Mortgage Loan Schedule).


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


“Defaulted Loan”:
A Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan (i) that is delinquent at least sixty (60) days
in respect of its Periodic Payments (other than a Balloon Payment) or delinquent in respect of its Balloon Payment, if any; provided
that in respect of a Balloon Payment, such period will be 120 days if the related Mortgagor has provided the Special Servicer with
a written and fully executed commitment for refinancing of the related Mortgage Loan from an acceptable lender reasonably satisfactory
in form and substance to the Special Servicer; and, in either case, such delinquency is to be determined without giving effect to any
Grace Period permitted by the related Mortgage or Mortgage Note and without regard to any acceleration of payments under the related Mortgage
and Mortgage Note or (ii) as to which the Special Servicer has, by written notice to the related Mortgagor, accelerated the maturity
of the indebtedness evidenced by the related Mortgage Note. For the avoidance of doubt, a defaulted Companion Loan does not constitute
a “Defaulted Loan”.


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


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


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


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


“Definitive Certificate”:
Any Certificate in definitive, fully registered form without interest coupons. Initially the Risk Retention Certificates, the Class R
Certificates and any Certificate issued pursuant to Section 5.02(c) and Section 5.02(d) shall be Definitive Certificates.




    	 	-37-	 



    


    

For the avoidance of doubt, any Risk Retention
Certificate shall at all times during the Transfer Restriction Period be evidenced by a Definitive Certificate.


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


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


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


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


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


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


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


“Determination Date”:
With respect to any Distribution Date, the eleventh (11th) day of each calendar month (or, if the eleventh (11th) calendar day
of that month is not a Business Day, then the next Business Day), commencing in January 2023.


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


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


(i)                                  the Mortgage Note,
endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to the order of the Trustee or in blank and further
showing a complete, unbroken chain of endorsement from the originator




    	 	-38-	 



    


    

(or, if the original Mortgage Note has
been lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy of the Mortgage
Note and an indemnity properly assigned and endorsed to the Trustee);


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


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


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


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


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


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


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


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


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


(xi)                             any franchise agreements and comfort letters or similar agreements relating to a Mortgage Loan or Serviced Whole Loan and, with
respect to any franchise agreement, comfort letter or similar agreement, any assignment of such agreements or any notice to the franchisor
of the transfer of a Mortgage Loan or




    	 	-39-	 



    


    

Serviced Whole Loan and/or a request for
confirmation that the Trust is a beneficiary of such comfort letter or other agreement, or for the issuance of a new comfort letter in
favor of the Trust, as the case may be;


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


(xiii)                      all related environmental reports; and


(xiv)                      all related environmental insurance policies;


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


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


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


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


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


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


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


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


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


(k)              
a copy of all zoning reports;


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


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


(n)              
a copy of all UCC searches;




    	 	-40-	 



    


    

(o)              
 a copy of all litigation searches;


(p)              
a copy of all bankruptcy searches;


(q)              
a copy of any origination settlement statement;


(r)               
a copy of the Insurance Summary Report;


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


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


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


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


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


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


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


“Directing Certificateholder”:
With respect to (A) each Servicing Shift Mortgage Loan, the Directing Certificateholder shall be the related Loan-Specific Directing Certificateholder
and (B) each Mortgage Loan (other than the Servicing Shift Mortgage Loans and any Excluded Loans), the initial Directing Certificateholder
shall be RREF IV-D AIV RR H, LLC. Thereafter, with respect to the Mortgage Loans described in clause (B) above, the Directing Certificateholder
shall be the Controlling Class Certificateholder (or a representative thereof) selected by more than 50% of the Controlling Class Certificateholders
(by Certificate Balance, as determined by the Certificate Registrar from time to time); provided, however, that (i) absent
that selection, or




    	 	-41-	 



    


    

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


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


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


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




    	 	-42-	 



    


    

Permitted Special Servicer/Affiliate Fees and
(2) any compensation to which the Special Servicer is entitled pursuant to Section 3.11 of this Agreement or any Non-Serviced
PSA.


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


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


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


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


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


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


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


“Distribution Date”:
The fourth (4th) Business Day following each Determination Date, beginning in January 2023. The initial Distribution Date shall be January
18, 2023.




    	 	-43-	 



    


    

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


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


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


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


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


“Earnout or Performance
Escrows or Reserves”: Any escrow or reserve, the release of which is subject to the satisfaction of specifically identified
financial or leasing conditions or the occurrence of a specifically identified event or otherwise requires or permits lender’s discretion,
in each case as set forth in the Mortgage Loan documents and related to the Mortgagor or Mortgaged Property.


“EDGAR”:
As defined in Section 11.03.


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


“Eligible Account”:
Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository institution or
trust company (including the Trustee or the Certificate Administrator), (A) the long-term deposit rating or long-term unsecured
debt obligations or deposits of which are rated at least “A2” by Moody’s, if the deposits are to be held in such account
for thirty (30) days or more, and the short-term debt obligations or deposits of which have a short-term rating of not less than “P-1”
from Moody’s, if the deposits are to be held in such account for less than thirty (30) days; and (B) the long-term unsecured
debt obligations or deposits of which are rated at least “A” by Fitch (to the extent rated by Fitch), if the deposits




    	 	-44-	 



    


    

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




    	 	-45-	 



    


    

Eligible Account shall be evidenced by a certificate
of deposit, passbook or other similar instrument.


“Eligible Asset
Representations Reviewer”: An entity that (a) is the special servicer, operating advisor or asset representations reviewer
on a transaction rated by any of Moody’s, Fitch, KBRA, S&P or DBRS Morningstar and that has not been a special servicer, operating
advisor or asset representations reviewer on a transaction for which any of Moody’s, Fitch, KBRA, S&P and DBRS Morningstar has
qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates for such transaction citing servicing
or other relevant concerns with such special servicer, operating advisor or asset representations reviewer, as applicable, as the sole
or material factor in such rating action, (b) can and will make the representations and warranties set forth in Section 6.01(d),
(c) is not (and is not affiliated (including Risk Retention Affiliated) with) a Sponsor, a Mortgage Loan Seller, an originator, the
Master Servicer, the Special Servicer, the Depositor, the Third Party Purchaser, the Certificate Administrator, the Trustee, the Directing
Certificateholder or any of their respective Affiliates (including Risk Retention Affiliates), (d) has not performed (and is not
affiliated with any party hired to perform) any due diligence, loan underwriting, brokerage, borrower advisory or similar services with
respect to any Mortgage Loan or any related Companion Loan prior to the Closing Date for or on behalf of any Sponsor, any Mortgage Loan
Seller, any Underwriter, the Third Party Purchaser, any party to this Agreement, the Directing Certificateholder or any of their respective
Affiliates, or have been paid any fees, compensation or other remuneration by any of them in connection with any such services, and (e) does
not directly or indirectly, through one or more Affiliates or otherwise, own any interest in any Certificates, any Mortgage Loans, any
Companion Loan or any securities backed by a Companion Loan or otherwise have any financial interest in the securitization transaction
to which this Agreement relates, other than in fees from its role as Asset Representations Reviewer (or as Operating Advisor, if applicable)
and except as otherwise set forth in this Agreement.


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




    	 	-46-	 



    


    

analysis and loss projections and (ii) has
at least five (5) years of experience in commercial real estate asset management and experience in the workout and management of
distressed commercial real estate assets; and (f) that does not directly or indirectly, through one or more Affiliates or otherwise,
own or have derivative exposure in any interest in any Certificates, any Mortgage Loan, any Companion Loan or securities backed by a Companion
Loan or otherwise have any financial interest in the securitization transaction to which this Agreement relates, other than in fees from
its role as Operating Advisor and Asset Representations Reviewer (to the extent it also acts as the Asset Representations Reviewer).


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


“Enforcing Servicer”:
The Special Servicer.


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


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


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


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


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


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


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


“Excess Modification
Fee Amount”: With respect to either the Master Servicer or the Special Servicer, any Corrected Loan and any particular modification,
waiver, extension or amendment with respect to such Corrected Loan that gives rise to the payment of a Workout Fee, an amount equal to
the aggregate of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to the related Mortgage Loan
(including the related Serviced Companion Loan, if applicable, unless prohibited under the related Intercreditor Agreement) and received
and retained by the Master Servicer or the Special Servicer, as applicable, as




    	 	-47-	 



    


    

compensation within the prior twelve (12) months
of such modification, waiver, extension or amendment, but only to the extent those fees have not previously been deducted from a Workout
Fee or Liquidation Fee.


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


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


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


“Excluded Controlling
Class Holder”: With respect to any Excluded Loan, the Directing Certificateholder or any Controlling Class Certificateholder,
as applicable, that is a Borrower Party with respect to such Excluded Loan. Promptly upon obtaining actual knowledge of the Directing
Certificateholder or any Controlling Class Certificateholder becoming an “Excluded Controlling Class Holder”, such Directing
Certificateholder or Controlling Class Certificateholder, as applicable, shall provide notice in the form of Exhibit P-1E
hereto to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee and the Certificate Administrator, which notice
shall be physically delivered in accordance with Section 13.05 of this Agreement and shall specifically identify the Excluded Controlling
Class Holder and the subject Excluded Loan. Additionally, any Excluded Controlling Class Holder shall also send to the Certificate Administrator
a notice substantially in the form of Exhibit P-1F hereto, which notice shall provide each of the CTSLink User ID associated
with such Excluded Controlling Class Holder, and which notice shall direct the Certificate Administrator to restrict such Excluded




    	 	-48-	 



    


    

Controlling Class Holder’s access to
the Certificate Administrator’s Website as and to the extent provided in this Agreement. As of the Closing Date, there are no Excluded
Controlling Class Holders related to the Trust.


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


“Excluded Loan”:
Any Mortgage Loan or Whole Loan as to which the Directing Certificateholder would otherwise be entitled to exercise control rights (not
taking into account the effect of any Control Termination Event) with respect to which, as of any date of determination, the Directing
Certificateholder (except for purposes of determining whether a Servicing Shift Mortgage Loan or Servicing Shift Whole Loan is an Excluded
Loan with respect to the related Loan-Specific Directing Certificateholder), the Holder of the majority of the Controlling Class or any
Controlling Class Certificateholder is a Borrower Party. As of the Closing Date, there are no Excluded Loans related to the Trust.


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


“Excluded Special
Servicer Information”: With respect to any Excluded Special Servicer Loan, any information solely related to such Excluded Special
Servicer Loan and/or the related Mortgaged Properties, which shall include the Asset Status Reports, Final Asset Status Reports (or summaries
thereof), any Operating Advisor reports delivered to the Certificate Administrator regarding an Excluded Special Servicer’s net
present value determination or any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(e), and any Officer’s
Certificates delivered by the Master Servicer or the applicable Excluded Special Servicer




    	 	-49-	 



    


    

supporting any determination that any Advance
was (or, if made, would be) a Nonrecoverable Advance, or such other information and reports designated as Excluded Special Servicer Information
by the applicable Excluded Special Servicer, the Master Servicer or the Operating Advisor, as applicable, in each case, other than information
with respect to such Excluded Special Servicer Loan(s) that is aggregated with information with respect to the other Mortgage Loans at
a pool level. For the avoidance of doubt, any file or report contained in the CREFC® Investor Reporting Package (CREFC®
IRP) (other than the CREFC® Special Servicer Loan File relating to any Excluded Special Servicer Loan) and any Schedule
AL Additional File shall not be considered “Excluded Special Servicer Information”.


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


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


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


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


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


“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 the Directing Certificateholder which does not include any communication (other than the
related Asset Status Report) between the Special Servicer and Directing Certificateholder with respect to such Specially Serviced Loan
required to be delivered by the Special Servicer by the Initial Delivery Date and any Subsequent Asset Status Report, in each case, in
the form fully approved or deemed approved, if applicable, by the Directing Certificateholder pursuant to the Directing Certificateholder
Approval Process or following completion of the ASR Consultation Process, as applicable; provided that, with respect to any Mortgage
Loan other than an Excluded Loan as to the Directing Certificateholder or the Holder of the majority of the Controlling Class, so long
as no Control Termination Event has occurred and is continuing, no Asset Status Report shall be considered to be a Final Asset Status
Report unless the Directing Certificateholder has either finally approved of and consented to the actions proposed to be taken in connection
therewith, or has exhausted all of its rights of approval and consent pursuant to Section 3.19, or has been deemed to have approved
or consented to such action or the Asset Status Report is otherwise being implemented by the Special Servicer in accordance with this
Agreement. In addition, after the occurrence and during the continuance of a Control Termination Event, no Asset Status Report shall be
a Final Asset Status Report unless and until the Operating Advisor is consulted with on a non-binding basis or deemed to have been consulted
with pursuant to this Agreement. The Special Servicer shall notify the Operating Advisor of whether any Asset Status Report delivered
to the Operating Advisor is a Final Asset Status Report, which notification may be satisfied by (i) delivery of an Asset Status Report
that is either signed by the Directing Certificateholder or that otherwise includes an indication that such Asset Status Report is deemed




    	 	-50-	 



    


    

approved due to the passage of any required
consent or consultation time period or (ii) such other method as reasonably agreed to by the Operating Advisor and the Special Servicer.
For the avoidance of doubt, the Special Servicer may issue more than one Final Asset Status Report with respect to any Specially Serviced
Loan in accordance with the procedures described above. The Operating Advisor is only required to review Final Asset Status Reports delivered
to it by the Special Servicer. Each Final Asset Status Report shall be labeled or otherwise identified or communicated as being final
by the Special Servicer.


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


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


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


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


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


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




    	 	-51-	 



    


    

“Franchise Required
Mortgage Loan”: Any Mortgage Loan subject to a franchise agreement with a related comfort letter in favor of the respective
Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer or assign any related comfort letter to
the Trust or otherwise have a new comfort letter issued in the name of the Trust. For the avoidance of doubt, the only Franchise Required
Mortgage Loans with respect to the Trust are the Mortgage Loans identified as Hilton Columbus at Easton Town Center, Courtyard by Marriott
Columbus Easton, Sheraton Metairie, Comfort Inn Wilmington, Casa De Palmas and Courtyard Binghamton on the Mortgage Loan Schedule.


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


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


“Gain-on-Sale
Proceeds”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), the excess of (i) Liquidation
Proceeds net of any related Liquidation Expenses (or the portion of such net Liquidation Proceeds payable to the related Mortgage Loan
pursuant to the related Intercreditor Agreement) over (ii) the Purchase Price for such Mortgage Loan on the date on which Liquidation
Proceeds were received. Gain-on-Sale Proceeds shall exclude any amounts allocated as a Yield Maintenance Charge, Prepayment Premium, recovery
of any late payment charges and Default Interest or recovery of any assumption fees and Modification Fees pursuant to Section 3.02(a),
Section 3.02(b) and Section 3.02(c).


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


“Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) held as an asset of the Lower-Tier
REMIC and created and maintained by the Certificate Administrator, pursuant to Section 3.04(g) on behalf of the Trustee for the
benefit of the Certificateholders, which shall initially be entitled “Computershare Trust Company, National Association, as Certificate
Administrator, on behalf of Computershare Trust Company, National Association, as Trustee, for the benefit of the registered Holders of
BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18, Gain-on-Sale Reserve Account”.
Any such account shall be an Eligible Account or a subaccount of an Eligible Account.


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




    	 	-52-	 



    


    

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


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


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


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


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


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




    	 	-53-	 



    


    

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


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


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


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


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


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


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




    	 	-54-	 



    


    

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


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


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


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


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


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


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


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


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




    	 	-55-	 



    


    

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


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


“Interest Reserve
Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate Administrator
pursuant to Section 3.04(b) initially in the name of “Computershare Trust Company, National Association, as Certificate Administrator,
on behalf of Computershare Trust Company, National Association, as Trustee, for the benefit of the registered holders of BBCMS Mortgage
Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18, Interest Reserve Account”, into which the amounts
set forth in Section 3.21 shall be deposited directly and which must be an Eligible Account or subaccount of an Eligible Account.


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


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


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


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




    	 	-56-	 



    


    

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


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


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


“IRS”:
The Internal Revenue Service.


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


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




    	 	-57-	 



    


    

Servicer and specific ratings of KBRA herein
referenced shall be deemed to refer to the equivalent ratings of the party so designated.


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


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


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


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


“Liquidation Expenses”:
All customary, reasonable and necessary “out of pocket” costs and expenses incurred by the Special Servicer in connection
with a liquidation of any Specially Serviced Loan or REO Property (except with respect to a Non-Serviced Mortgaged




    	 	-58-	 



    


    

Property) pursuant to Section 3.16 (including,
without limitation, legal fees and expenses, committee or referee fees and, if applicable, brokerage commissions and conveyance taxes).


“Liquidation Fee”:
A fee payable to the Special Servicer with respect to (a) each Specially Serviced Loan or REO Property (except with respect to a Non-Serviced
Mortgaged Property) as to which the Special Servicer obtains (i) a full, partial or discounted payoff from the related Mortgagor
or (ii) any Liquidation Proceeds or Insurance and Condemnation Proceeds (including with respect to the related Companion Loan, if
applicable) (in any case, other than amounts for which a Workout Fee has been paid, or will be payable) or (b) Loss of Value Payment or
Purchase Price paid by the responsible party under the related Mortgage Loan Purchase Agreement with respect to any Mortgage Loan (and
any related Companion Loan, if applicable) (except if such responsible party under the related Mortgage Loan Purchase Agreement makes
such Loss of Value Payment in connection with a breach or document defect within the 90-day initial cure period or, if applicable, within
the subsequent 90-day extended cure period), equal to the product of the Liquidation Fee Rate and the proceeds of (i) such full, partial
or discounted payoff or other partial payment or the Liquidation Proceeds or Insurance and Condemnation Proceeds (net of the related costs
and expenses associated with the related liquidation) related to such liquidated Specially Serviced Loan or REO Property or (ii) such
Loss of Value Payment or Purchase Price; provided, however, that no Liquidation Fee shall be payable with respect to (a) the
purchase of any Specially Serviced Loan by the Special Servicer or any Affiliate thereof (except if such Affiliate purchaser is the Directing
Certificateholder or any Affiliate thereof; provided, however, that prior to a Control Termination Event, if the Directing
Certificateholder or an Affiliate thereof purchases any Specially Serviced Loan within ninety (90) days after the Special Servicer
delivers to the Directing Certificateholder for its approval the initial Asset Status Report with respect to such Specially Serviced Loan,
the Special Servicer will not be entitled to a Liquidation Fee in connection with such purchase by the Directing Certificateholder or
its Affiliates), (b) any event described in clause (iv) of the definition of “Liquidation Proceeds” (or any
substitution in lieu of a repurchase) so long as such repurchase or substitution occurs prior to the termination of the Extended Cure
Period, (c) any event described in clauses (v), (vi) and (vii) of the definition of “Liquidation
Proceeds”, as long as, with respect to a purchase pursuant to clause (vi) of the definition of “Liquidation Proceeds”,
a purchase occurs within ninety (90) days of such holder’s purchase option first becoming exercisable during that period prior
to such Mortgage Loan becoming a Corrected Loan pursuant to the related Intercreditor Agreement, (d)  a Serviced Companion Loan,
(x) a repurchase of such Serviced Companion Loan by the applicable Mortgage Loan Seller for a breach of a representation or warranty
or for a defective or deficient mortgage loan documentation under an Other Pooling and Servicing Agreement within the time period (or
extension thereof) provided for such repurchase or such repurchase occurs prior to the termination of the extended resolution period provided
therein or (y) a purchase of such Serviced Companion Loan by any applicable party to the Other Pooling and Servicing Agreement pursuant
to a clean-up call or similar liquidation of the Other Securitization, or (e) if a Mortgage Loan or Serviced Whole Loan becomes
a Specially Serviced Loan solely because of a Servicing Transfer Event described in clause (i) of the definition of “Servicing
Transfer Event”, Liquidation Proceeds are received within ninety (90) days following the related Maturity Date as a result
of such Mortgage Loan or Serviced Whole Loan being refinanced or otherwise repaid in full (but, in the event that a Liquidation Fee is
not payable due to the application of any of clauses (a) through (e) above, the Special Servicer may still collect
and retain a Liquidation Fee and similar fees from the related Mortgagor to the extent provided for in, or not prohibited by, the related
loan




    	 	-59-	 



    


    

documents); provided that the Liquidation
Fee with respect to any Specially Serviced Loan will be reduced by the amount of any Excess Modification Fees paid by or on behalf of
the related Mortgagor with respect to the related Mortgage Loan and any related Companion Loan, as applicable, or REO Property and received
by the Special Servicer as compensation within the prior twelve (12) months, but only to the extent those fees have not previously
been deducted from a Workout Fee or Liquidation Fee. No Liquidation Fee shall be payable in connection with a Loss of Value Payment by
a Mortgage Loan Seller, if the applicable Mortgage Loan Seller makes such Loss of Value Payment within 90 days of receipt of notice
of a breach (and giving effect to an extension period of 90 days).


“Liquidation Fee
Rate”: A rate equal to 1.00% with respect to any Specially Serviced Loan (and each related Serviced Companion Loan) or REO Property
or Loss of Value Payment or Purchase Price; provided that if such rate would result in an aggregate Liquidation Fee less than $25,000,
then the Liquidation Fee Rate will be equal to the lesser of (i) 3.00% and (ii) such lower rate as would result in an aggregate Liquidation
Fee equal to $25,000.


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


“Litigation Control”:
As defined in Section 3.32.


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




    	 	-60-	 



    


    

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


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


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


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


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


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


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


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall initially
be entitled “Computershare Trust Company, National Association, as Certificate Administrator, on behalf of Computershare Trust Company,
National Association, as Trustee, for the benefit of the registered holders of BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through
Certificates,




    	 	-61-	 



    


    

Series 2022-C18, Lower-Tier REMIC Distribution
Account”. Any such account, accounts or sub-accounts shall be an Eligible Account.


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


“MAI”:
Member of the Appraisal Institute.


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


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


“Majority-Owned
Affiliate”: As defined in the Risk Retention Rules.


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


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


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


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


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


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


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


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




    	 	-62-	 



    


    

applicable (other than all assumption fees,
assumption application fees, consent fees, loan service transaction fees, defeasance fees, Special Servicing Fees, Liquidation Fees or
Workout Fees).


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


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


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


(i)                                  the original Mortgage
Note, endorsed on its face or by allonge to the Mortgage Note, without recourse, to “Pay to the order of Computershare Trust Company,
National Association, as Trustee for the benefit of the registered holders of BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through
Certificates, Series 2022-C18, without recourse, representation or warranty” or in blank and further showing a complete, unbroken
chain of endorsement from the originator (or, if the original Mortgage Note has been lost, an affidavit to such effect from the applicable
Mortgage Loan Seller or another prior holder, together with a copy of the Mortgage Note and an indemnity properly assigned and endorsed
to the Trustee);


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


(iii)                           an original Assignment
of Mortgage in blank or in favor of “Computershare Trust Company, National Association, as Trustee for the benefit of the registered
holders of BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18” (or in the case of
any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity under the related Intercreditor
Agreement on behalf of the related Serviced Companion Noteholders) and (subject to the completion of certain missing recording information
and, if applicable, the assignee’s name) in recordable form (or, if the related Mortgage Loan Seller is responsible for the recordation
of that Assignment of Mortgage, a copy thereof certified to be the copy of such Assignment of Mortgage submitted, or to be submitted,
for recording);




    	 	-63-	 



    


    

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


(v)                               an original Assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in blank or
in favor of “Computershare Trust Company, National Association, as Trustee for the benefit of the registered holders of BBCMS Mortgage
Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18” (or in the case of any Serviced Whole Loan,
in its capacity as “Lead Securitization Note Holder” or similar capacity under the related Intercreditor Agreement on behalf
of the related Serviced Companion Noteholders) and (subject to the completion of certain missing recording information and, if applicable,
the assignee’s name) in recordable form (or, if the related Mortgage Loan Seller is responsible for the recordation of that Assignment,
a copy thereof certified to be the copy of such Assignment submitted or to be submitted for recording);


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


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


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


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


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




    	 	-64-	 



    


    

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


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


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


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


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


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


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


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


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


provided, however, that (a) whenever
the term “Mortgage File” is used to refer to documents held by the Custodian, such term shall not be deemed to include such
documents and instruments required to be included therein unless they are actually received by the Custodian, (b) if there exists
with respect to any Crossed Mortgage Loan Group only one original or certified copy of any document referred to in the definition of “Mortgage
File” covering all of the Mortgage Loans in such Crossed Mortgage Loan Group, then the inclusion of such original or certified copy
in the Mortgage File for any of the Mortgage Loans constituting such Crossed Mortgage Loan Group shall be deemed the inclusion of such
original or certified copy in the Mortgage File for each such Mortgage Loan, (c) to the extent that this Agreement refers to a “Mortgage
File” for a Companion Loan, such “Mortgage File” shall be construed to mean the Mortgage File for the related Mortgage
Loan (except that references to the Mortgage Note for a Companion Loan otherwise described




    	 	-65-	 



    


    

above shall be construed to instead refer to
a photocopy of such Mortgage Note), (d) with respect to any Mortgage Loan that has a Serviced Companion Loan, the execution and/or
recordation of any Assignment of Mortgage, any separate assignment of Assignment of Leases and any assignment of any UCC Financing Statement
in the name of the Trustee shall not be construed to limit the beneficial interest of the related Companion Holder(s) in such instrument
and the benefits intended to be provided to them by such instrument, it being acknowledged that (I) the Trustee shall hold such record
title for the benefit of the Trust as the holder of the related Mortgage Loan and the related Companion Holder(s) collectively and (II) any
efforts undertaken by the Trustee, the Master Servicer, or the Special Servicer on its behalf to enforce or obtain the benefits of such
instrument shall be construed to be so undertaken by the Trustee, the Master Servicer or the Special Servicer for the benefit of the Trust
as the holder of the applicable Mortgage Loan and the related Companion Holder(s) collectively, (e) in connection with any Non-Serviced
Mortgage Loan, the preceding document delivery requirements will be met by the delivery by the applicable Mortgage Loan Seller of copies
of the documents specified above (other than the Mortgage Note and intervening endorsements evidencing such Mortgage Loan, with respect
to which the original shall be required or the requirements of clause (i) of the definition of “Mortgage File”
shall otherwise be satisfied) including a copy of the Mortgage securing the applicable Mortgage Loan and any assignments or other transfer
documents referred to in clauses (iii), (v), (vi), (vii), (ix) and (x) above as being in
favor of the Trustee shall instead be in favor of the applicable Non-Serviced Trustee and need only be in such form as was delivered
to the applicable Non-Serviced Trustee or a custodian on its behalf, and (f) so long as the Custodian is also the related Non-Serviced
Custodian, in connection with any Non-Serviced Mortgage Loan, any and all document delivery requirements with respect to the related
Mortgage File (or any portion thereof) set forth herein or in the related Mortgage Loan Purchase Agreement will be satisfied by the delivery,
in compliance with the terms of the related Non-Serviced PSA, by the applicable Mortgage Loan Seller of the documents specified above
(other than the Mortgage Note and intervening endorsements evidencing such Mortgage Loan or shall otherwise satisfy the requirements of
clause (i) of the definition of “Mortgage File”) to the custodian under the related Non-Serviced PSA (in such
form as was delivered to the custodian under the related Non-Serviced PSA); provided that (a) the Custodian shall perform
its duties under this Agreement (including, without limitation, Article II), and be liable to the other parties hereto, with
respect to such Non-Serviced Mortgage Loan as if such documents were required to be delivered and included in the Mortgage File and
as if such Non-Serviced Custodian’s receipt of the documents contained in the related “mortgage file” delivered
under the related Non-Serviced PSA constituted delivery of those same documents to the Custodian under this Agreement, (b) the
Custodian shall not resign as the related Non-Serviced Custodian without giving at least thirty (30) days’ advance written
notice of resignation to each other party hereto, and (c) if for any reason the Custodian shall resign as Custodian hereunder or
resign as the related Non-Serviced Custodian or shall otherwise no longer act as Custodian hereunder or as the related Non-Serviced
Custodian or shall otherwise be required to surrender possession of the related “mortgage file” delivered under the related
Non-Serviced PSA (including by reason of the Non-Serviced Companion Loan being removed from the related securitization trust),
the Custodian shall include the documents contemplated by clauses (ii) through (xix) above in the Mortgage File for
such Non-Serviced Whole Loan (to the extent such documents were delivered in connection with the related Other Securitization) that
shall be maintained by it or any successor custodian hereunder. Notwithstanding anything to the contrary contained herein, with respect
to a Joint Mortgage Loan, delivery of the Mortgage File (other than with respect to the




    	 	-66-	 



    


    

original Mortgage Note, related allonge and
assignments held by or from the related Mortgage Loan Seller) by either of the applicable Mortgage Loan Sellers shall satisfy the delivery
requirements for both of the applicable Mortgage Loan Sellers.


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


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


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


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


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


(ii)                               the Mortgagor’s
name;


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


(iv)                            the Mortgage Rate
in effect at origination;


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


(vi)                            the original principal
balance;


(vii)                        the Cut-off Date
Balance;


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


(ix)                             the original and
remaining amortization terms;




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(x)                                the amount of the
Periodic Payment due on the first Due Date following the Cut-off Date; or, with respect to an interest-only Mortgage Loan or a Mortgage
Loan that provides for an initial interest-only period and provides for scheduled amortization payments after the expiration of such
interest-only period prior to the Maturity Date, the amount equal to the average of the Periodic Payments due on the first 12 Due Dates
following the Cut-off Date;


(xi)                             the applicable
Servicing Fee Rate;


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


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


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


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


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


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


(xviii)                number of grace days;


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


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


(xxi)                        whether the related Mortgage Loan permits defeasance;


(xxii)                     [reserved]; and


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


Such Mortgage Loan Schedule
shall also set forth the aggregate of the amounts described under clause (vii) above for all of the Mortgage Loans. Such list
may be in the form of more than one list, collectively setting forth all of the information required.


“Mortgage Loan Seller”:
Each of (i) Barclays or its successors in interest, (ii) BMO or its successors in interest, (iii) KeyBank or its successors in interest,
(iv) SMC or its successors in interest, (v) SGFC or its successors in interest, (vi) BSPRT or its successors in interest, (vii) UBS
AG or its successors in interest, (viii) LMF or its successors in interest and (ix) AREF or its successors in interest.




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


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


“Mortgage Rate”:
With respect to: (i) any Mortgage Loan (including the Non-Serviced Mortgage Loans) or related Companion Loan on or prior to its
Maturity Date, the annual rate at which interest is scheduled (in the absence of a default) to accrue on such Mortgage Loan or related
Companion Loan from time to time in accordance with the related Mortgage Note and applicable law; or (ii) any Mortgage Loan or related
Companion Loan after its Maturity Date, the annual rate described in clause (i) above determined without regard to the passage
of such Maturity Date.


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


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


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


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


“Net Mortgage Rate”:
With respect to each Mortgage Loan (including a Non-Serviced Mortgage Loan) and any REO Loan (other than the portion of an REO Loan
related to any Companion Loan) as of any date of determination, a rate per annum equal to the related Mortgage Rate then in effect
minus the related Administrative Cost Rate; provided, however, that for purposes of calculating Pass-Through
Rates, the Net Mortgage Rate for any Mortgage Loan




    	 	-69-	 



    


    

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


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


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


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


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




    	 	-70-	 



    


    

 


“Nonrecoverable P&I Advance”:
Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan (including any Non-Serviced Mortgage Loan)
or REO Loan (other than any portion of an REO Loan related to a Companion Loan) which, the Master Servicer or the Special Servicer, in
accordance with the Servicing Standard, or the Trustee, in its good faith business judgment, as the case may be, determines will not be
ultimately recoverable, together with any accrued and unpaid interest thereon at the Reimbursement Rate, from Late Collections or any
other recovery on or in respect of such Mortgage Loan or REO Loan; provided, however, that the Special Servicer may, at
its option, make a determination in accordance with the Servicing Standard, that any P&I Advance previously made or proposed to be
made is a Nonrecoverable P&I Advance and shall deliver to the Master Servicer (and with respect to a Serviced Mortgage Loan, to any
Other Servicer, and with respect to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer and Non-Serviced
Special Servicer), the Certificate Administrator, the Trustee, the Operating Advisor and the 17g-5 Information Provider notice of
such determination. Any such determination (other than by the Special Servicer) shall not be binding upon (but may be conclusively relied
upon by) the Master Servicer and the Trustee, and any such determination by the Special Servicer shall be conclusive and binding upon
the Master Servicer and the Trustee (but this statement shall not be construed to entitle the Special Servicer to reverse the determination
of the Master Servicer or the Trustee or to prohibit the Master Servicer or the Trustee from making a determination that a P&I Advance
would be a Nonrecoverable Advance), provided, however, that the Special Servicer shall have no such obligation to make an
affirmative determination that any P&I Advance is or would be recoverable and in the absence of a determination by the Special Servicer
that such P&I Advance is or would be a Nonrecoverable P&I Advance, such decision shall remain with the Master Servicer or Trustee,
as applicable. If the Special Servicer makes a determination that only a portion, and not all, of any previously made or proposed P&I
Advance is a Nonrecoverable P&I Advance, the Master Servicer and the Trustee shall have the right to make its own subsequent determination
that any remaining portion of any such previously made or proposed P&I Advance is a Nonrecoverable P&I Advance. With respect to
any Non-Serviced Whole Loan, if any Non-Serviced Master Servicer, Non-Serviced Trustee or Non-Serviced Special Servicer,
as applicable, in connection with a securitization of the related Non-Serviced Companion Loan determines that a principal and interest
advance with respect to the related Non-Serviced Companion Loan, if made, would be nonrecoverable, such determination shall not be
binding on the Master Servicer and the Trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced
Mortgage Loan; provided, however, that the Master Servicer and the Trustee may conclusively rely on the non-recoverability
determination of the Non-Serviced Master Servicer or Non-Serviced Trustee under the related Non-Serviced Pooling Agreement. Similarly,
with respect to the related Non-Serviced Mortgage Loan, if the Master Servicer, the Special Servicer or the Trustee, as applicable,
determines that any P&I Advance with respect to a related Non-Serviced Mortgage Loan, if made, would be a Nonrecoverable P&I
Advance, such determination shall not be binding on the related Non-Serviced Master Servicer, Non-Serviced Special Servicer and
related Non-Serviced Trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced Companion
Loan (unless the related Non-Serviced PSA provides otherwise). In making such recoverability determination, the Master Servicer, the
Special Servicer or the Trustee, as applicable, shall be entitled (a) to consider (among other things) (i) the obligations of
the Mortgagor under the terms of the related Mortgage Loan or Companion Loan, as applicable, as it may have been modified and (ii) the
related Mortgaged Properties in their “as-is” or then-current




    	 	-71-	 



    


    

conditions and occupancies, as modified by
such party’s assumptions (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in
its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility and effects
of future adverse changes with respect to such Mortgaged Properties, (b) to estimate and consider (consistent with the Servicing
Standard in the case of the Master Servicer and the Special Servicer or in its good faith business judgment in the case of the Trustee,
solely in its capacity as Trustee) (among other things) future expenses, (c) to estimate and consider (consistent with the Servicing
Standard in the case of the Master Servicer and the Special Servicer or in its good faith business judgment in the case of the Trustee,
solely in its capacity as Trustee) (among other things) the timing of recoveries and (d) to give due regard to the existence of any
Nonrecoverable Advances which, at the time of such consideration, the recovery of which are being deferred or delayed by the Master Servicer,
in light of the fact that related proceeds are a source of recovery not only for the Advance under consideration but also a potential
source of recovery for such delayed or deferred Advance. In addition, any Person, in considering whether a P&I Advance is a Nonrecoverable
Advance, shall be entitled to give due regard to the existence of any outstanding Nonrecoverable Advance or Workout-Delayed Reimbursement
Amount with respect to other Mortgage Loans, the reimbursement of which, at the time of such consideration, is being deferred or delayed
by the Master Servicer or the Trustee because there is insufficient principal available for such recovery, in light of the fact that proceeds
on the related Mortgage Loan are a source of recovery not only for the P&I Advance under consideration, but also as a potential source
of reimbursement of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed.
In addition, any such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s
determination that an Advance is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in the case of the Master Servicer
or in its good faith business judgment in the case of the Trustee (solely in its capacity as Trustee), may obtain at the expense of the
Trust any reasonably required analysis, Appraisals or market value estimates or other information for making a recoverability determination.
Absent bad faith, the Master Servicer’s, the Special Servicer’s or the Trustee’s determination as to the recoverability
of any P&I Advance shall be conclusive and binding on the Certificateholders. The determination by the Master Servicer, the Special
Servicer or the Trustee, as the case may be, that a Nonrecoverable P&I Advance has been made or that any proposed P&I Advance,
if made, would constitute a Nonrecoverable P&I Advance, or any updated or changed recoverability determination, shall be evidenced
by an Officer’s Certificate delivered by either the Special Servicer or the Master Servicer to the other and to the Trustee, the
Certificate Administrator, the Directing Certificateholder (but, in the case of the Directing Certificateholder, only prior to the occurrence
and continuance of a Consultation Termination Event and only with respect to any Mortgage Loan other than an Excluded Loan) (and in the
case of a Serviced Mortgage Loan, any Other Servicer), the Operating Advisor (but only in the case of the Special Servicer) and the Depositor,
or by the Trustee to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator
(and, in the case of a Serviced Mortgage Loan, any Other Servicer). The Officer’s Certificate shall set forth such determination
of nonrecoverability and the considerations of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis
of such determination (which shall be accompanied by, to the extent available, related income and expense statements, rent rolls, occupancy
status, property inspections and any other information used by the Master Servicer, the Special Servicer or the Trustee, as applicable,
to make such determination and shall include any




    	 	-72-	 



    


    

existing Appraisal of the related Mortgage
Loan or the related Mortgaged Property). The Trustee shall be entitled to conclusively rely on the Master Servicer’s or the Special
Servicer’s determination that a P&I Advance is or would be nonrecoverable, and the Master Servicer and the Trustee shall be
entitled to conclusively rely on and shall be bound by the Special Servicer’s determination that a P&I Advance is or would be
nonrecoverable. In the case of a cross-collateralized Mortgage Loan (if any), such recoverability determination shall take into account
the cross-collateralization of the related cross-collateralized Mortgage Loan.


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




    	 	-73-	 



    


    

be conclusive and binding on the Certificateholders.
The determination by the Master Servicer, the Special Servicer or the Trustee, as the case may be, that a Nonrecoverable Servicing Advance
has been made or that any proposed Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance, or any updated or
changed recoverability determination, shall be evidenced by an Officer’s Certificate delivered by either the Special Servicer or
the Master Servicer to the other and to the Trustee, the Certificate Administrator, the Directing Certificateholder (but, in the case
of the Directing Certificateholder, only prior to the occurrence and continuance of a Consultation Termination Event and only with respect
to any Mortgage Loan other than an Excluded Loan) (and in the case of a Serviced Mortgage Loan, any Other Servicer), the Operating Advisor
(but only in the case of the Special Servicer) and the Depositor, or by the Trustee to the Depositor, the Master Servicer, the Special
Servicer, the Operating Advisor and the Certificate Administrator (and in the case of a Serviced Mortgage Loan, any Other Servicer); provided,
however, that the Special Servicer may, at its option, make a determination in accordance with the Servicing Standard, that any
Servicing Advance previously made or proposed to be made is a Nonrecoverable Servicing Advance and shall deliver to the Master Servicer
(and with respect to a Serviced Mortgage Loan, to any Other Servicer), the Certificate Administrator, the Trustee, the Operating Advisor
and the 17g-5 Information Provider notice of such determination. Any such determination (other than by the Special Servicer) shall
not be binding upon (but may be conclusively relied upon by) the Master Servicer and the Trustee, and any such determination by the Special
Servicer shall be binding upon the Master Servicer and the Trustee (but this statement shall not be construed to entitle the Special Servicer
to reverse the determination of the Master Servicer or the Trustee or to prohibit the Master Servicer or the Trustee from making a determination
that a Servicing Advance would be a Nonrecoverable Advance), provided, however, that the Special Servicer shall have no
such obligation to make an affirmative determination that any Servicing Advance is or would be recoverable and in the absence of a determination
by the Special Servicer that such Servicing Advance is or would be a Nonrecoverable Servicing Advance, such decision shall remain with
the Master Servicer or the Trustee, as applicable. If the Special Servicer makes a determination that only a portion, and not all, of
any previously made or proposed Servicing Advance is a Nonrecoverable Servicing Advance, the Master Servicer and the Trustee shall each
have the right to make its own subsequent determination that any remaining portion of any such previously made or proposed Servicing Advance
is a Nonrecoverable Servicing Advance. The Officer’s Certificate shall set forth such determination of nonrecoverability and the
considerations of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis of such determination (which
shall be accompanied by, to the extent available, related income and expense statements, rent rolls, occupancy status, property inspections
and any other information used by the Master Servicer, the Special Servicer or the Trustee, as applicable, to make such determination
and shall include any existing Appraisal with respect to the related Mortgage Loan, Serviced Companion Loan or related Mortgaged Property).
The Special Servicer shall promptly furnish any party required to make Servicing Advances hereunder with any information in its possession
regarding the Specially Serviced Loans and REO Properties as such party required to make Servicing Advances may reasonably request for
purposes of making recoverability determinations. The Trustee shall be entitled to conclusively rely on the Master Servicer’s or
the Special Servicer’s determination that a Servicing Advance is or would be nonrecoverable, and the Master Servicer shall be entitled
to conclusively rely on the Special Servicer’s determination that a Servicing Advance is or would be nonrecoverable. Notwithstanding
anything herein to the contrary, if the Special Servicer requests that the Master Servicer make a Servicing Advance, the




    	 	-74-	 



    


    

Master Servicer may conclusively rely on such
request as evidence that such Advance is not a Nonrecoverable Servicing Advance; provided, however, that the Special Servicer
shall not be entitled to make such a request more frequently than once per calendar month with respect to Servicing Advances other than
emergency advances (although such request may relate to more than one Servicing Advance). In the case of a cross-collateralized Mortgage
Loan (if any), such recoverability determination shall take into account the cross-collateralization of the related cross-collateralized
Mortgage Loan. The determination as to the recoverability of any Servicing Advance or property protection advance previously made or proposed
to be made in respect of a Non-Serviced Whole Loan shall be made by the related Non-Serviced Master Servicer, Non-Serviced
Special Servicer or Non-Serviced Trustee, as the case may be, pursuant to the related Non-Serviced PSA.


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


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


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


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


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


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


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


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


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


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


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


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




    	 	-75-	 



    


    

“Non-Serviced
Primary Servicing Fee Rate”: With respect to (i) the Phoenix Industrial Portfolio IX Mortgage Loan, 0.00125% per annum,
(ii) the Hamilton Portfolio Mortgage Loan, 0.00125% per annum, (iii) the Wyndham National Hotel Portfolio Mortgage Loan, 0.00125%
per annum (iv) the 469 7th Avenue Mortgage Loan, 0.00125% per annum, (v) the Autokiniton Industrial Portfolio Mortgage Loan,
0.02125% per annum, (vi) the Saks Fulfillment Center Mortgage Loan, 0.00125% per annum, (vii) the Crossgates Commons Mortgage
Loan, 0.00125% per annum, and the Park West Village Mortgage Loan, 0.00125% per annum.


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


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


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


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


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


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


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


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


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


“Non-Waiving
Successor”: As defined in Section 3.23(l).


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


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


“NRSRO Certification”:
A certification (a) substantially in the form of Exhibit P-2 executed by a NRSRO or (b) provided electronically
and executed by such NRSRO by means of a “click-through” confirmation on the 17g-5 Information Provider’s Website,
in either case in




    	 	-76-	 



    


    

favor of the 17g-5 Information Provider
that states that such NRSRO is a Rating Agency under this Agreement or that such NRSRO has provided the Depositor with the appropriate
certifications pursuant to paragraph (e) of Rule 17g-5 of the Exchange Act, that such NRSRO has access to the Depositor’s
17g-5 website and that such NRSRO will keep such information confidential, except to the extent such information has been made available
to the general public. Each NRSRO shall be deemed to recertify to the foregoing each time it accesses the Certificate Administrator’s
Website.


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


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


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


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


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


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


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


“Operating Advisor
Expenses”: With respect to any Distribution Date, an amount equal to any unreimbursed indemnification amounts or additional
Trust Fund expenses payable to




    	 	-77-	 



    


    

the Operating Advisor pursuant to this Agreement
(other than the Operating Advisor Fee and the Operating Advisor Consulting Fee).


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


“Operating Advisor
Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per annum rate
equal to 0.00190%.


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


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


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


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


(c)              
any failure by the Operating Advisor to be an Eligible Operating Advisor, which failure continues unremedied for a period of thirty
(30) days after the date on which




    	 	-78-	 



    


    

written notice of such failure, requiring
the same to be remedied, is given to the Operating Advisor by any party to this Agreement;


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


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


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


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


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


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


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


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


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




    	 	-79-	 



    


    

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


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


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


“Other Securitization”:
As defined in Section 11.06.


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


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


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


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


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


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


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


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


“Pari Passu Whole
Loan”: A Whole Loan that consists of a Mortgage Loan and one or more Pari Passu Companion Loans but does not include an AB Subordinate
Companion Loan. The Pari Passu Whole Loans related to the Trust as of the Closing Date are the Whole Loans




    	 	-80-	 



    


    

described in the table under the heading “Whole
Loans” in the Preliminary Statement hereto as having a “Companion Loan Type” of “Pari Passu”.


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


The Class R Certificates
will not have a Pass-Through Rate.


“Payment Accommodation”:
For any Mortgage Loan or Serviced Whole Loan, the entering into of any temporary forbearance agreement as a result of the COVID-19 Emergency
(and qualification as a COVID-19 Emergency forbearance will be determined by the Special Servicer in its sole and absolute discretion
in accordance with the Servicing Standard) relating to payment obligations or operating covenants under the related Mortgage 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 Mortgage Loan documents, that in each case: (i) is entered into no later than March 15, 2023; (ii) provides for no more than three
(3) months of forbearance (but no greater than nine (9) monthly debt service payments in the aggregate with any other Payment Accommodations);
and (iii) requires full repayment of deferred payments and escrows within twelve (12) months of the date of the first forbearance for
such Mortgage Loan or Serviced Whole Loan. No Payment Accommodation may be granted if the Mortgage Loan or Serviced Whole Loan is in default
with respect to any loan provision other than the provision(s) subject to the forbearance request. The Special Servicer shall process
all Payment Accommodations requested in its sole and absolute discretion in accordance with the Servicing Standard, and the Master Servicer
shall have no processing, consent or other rights with respect thereto.


“PCAOB”:
The Public Company Accounting Oversight Board.


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


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




    	 	-81-	 



    


    

Certificates as of the Closing Date. With respect
to a Class R Certificate, the Percentage Interest is set forth on the face thereof.


“Performance Certification”:
As defined in Section 11.06.


“Performing Party”:
As defined in Section 11.12.


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


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


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


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


(iii)                            repurchase agreements
or obligations with respect to any security described in clause (i) above where such security has a remaining maturity
of one year or less and where such repurchase obligation has been entered into with a




    	 	-82-	 



    


    

depository institution or trust company
(acting as principal) described in clause (ii) above;


(iv)                          debt obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States
of America or any state thereof which mature in one (1) year or less from the date of acquisition that, in each case, (A) satisfy
the Applicable Moody’s Permitted Investment Rating, (B) satisfy the Applicable Fitch Permitted Investment Rating, and (C) satisfy
the Applicable KBRA Permitted Investment Rating (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating
Agency Confirmation by such Rating Agency in addition to a Rating Agency Confirmation from each Rating Agency not rating such debt obligations);
provided, however, that securities issued by any particular corporation will not be Permitted Investments to the extent
that investment therein will cause the then-outstanding principal amount of securities issued by such corporation and held in the accounts
established hereunder to exceed 10% of the sum of the aggregate principal balance and the aggregate principal amount of all Permitted
Investments in such accounts;


(v)                              commercial paper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation
not so incorporated, provided that the commercial paper is United States Dollar denominated and amounts payable thereunder are
not subject to any withholding imposed by any non-United States jurisdiction) which (A) satisfy the Applicable Moody’s Permitted
Investment Rating, (B) satisfy the Applicable Fitch Permitted Investment Rating, (C) satisfy the Applicable KBRA Permitted Investment
Rating (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating
Agency relating to the Certificates and any Serviced Companion Loan Securities in addition to a Rating Agency Confirmation from each Rating
Agency not rating such debt obligations);


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


(vii)                        any other demand, money market or time deposit, obligation, security or investment, but for the failure to satisfy one or more
of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) – (vi) above




    	 	-83-	 



    


    

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


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


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


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


“Permitted Transferee”:
Any Person or any agent thereof other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate
Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting the Transfer)
to the effect that the Transfer of an Ownership Interest in any Class R Certificate to such Person will not cause either Trust REMIC to
fail to qualify as a REMIC at any




    	 	-84-	 



    


    

time that the Certificates are outstanding,
(c) a Person that is a Disqualified Non-U.S. Tax Person, (d) any partnership if any of its interests are (or under the partnership
agreement are permitted to be) owned, directly or indirectly (other than through a U.S. corporation), by a Disqualified Non-U.S.
Tax Person or (e) a U.S. Tax Person with respect to whom income from the Class R Certificate is attributable to a foreign permanent
establishment or fixed base, within the meaning of an applicable income tax treaty, of the Transferee or any other U.S. Tax Person.


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


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


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


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


“Preliminary Prospectus”:
The Preliminary Prospectus, dated November 15, 2022, relating to the Registered Certificates.


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


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


“Prepayment Interest
Shortfall”: For any Distribution Date and with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan)
or Serviced Whole Loan that was subject to a Principal Prepayment in full or in part during the related Collection Period, which Principal
Prepayment was applied to such Mortgage Loan or Serviced Whole Loan, as applicable, after the related Determination Date (or, with respect
to each Mortgage Loan (other than any




    	 	-85-	 



    


    

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


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


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


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


“Prime Rate”:
The “Prime Rate” as published in the “Money Rates” section of the New York City edition of The Wall Street
Journal (or, if such section or publication is no longer available, such other comparable publication as determined by the Certificate
Administrator in its reasonable discretion) as may be in effect from time to time, or, if the “Prime Rate” no longer exists,
such other comparable rate (as determined by the Certificate Administrator in its reasonable discretion) as may be in effect from time
to time, subject to a floor of 2.0% per annum. The Certificate Administrator shall notify in writing the Master Servicer and Special
Servicer with regard to any determination of the Prime Rate in accordance with the parenthetical in the preceding sentence.


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




    	 	-86-	 



    


    

“Principal Distribution
Amount”: With respect to any Distribution Date and the Principal Balance Certificates, an amount equal to the sum of the following
amounts: (a) the Principal Shortfall for such Distribution Date, (b) the Scheduled Principal Distribution Amount for such Distribution
Date and (c) the Unscheduled Principal Distribution Amount for such Distribution Date; provided that the Principal Distribution
Amount for any Distribution Date shall be reduced, to not less than zero, by the amount of any reimbursements of (A) Nonrecoverable
Advances (including any servicing advance with respect to any Non-Serviced Mortgage Loan under the related Non-Serviced PSA reimbursed
out of general collections on the Mortgage Loans), with interest on such Nonrecoverable Advances at the Reimbursement Rate that are paid
or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise
been included in the Principal Distribution Amount for such Distribution Date and (B) Workout-Delayed Reimbursement Amounts paid
or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise
been included in the Principal Distribution Amount for such Distribution Date (provided that, in the case of clauses (A)
and (B) above, if any of the amounts that were reimbursed from principal collections on the Mortgage Loans (including REO
Loans) are subsequently recovered on the related Mortgage Loan (or REO Loan), such recovery will increase the Principal Distribution Amount
for the Distribution Date related to the period in which such recovery occurs).


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


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


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


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




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“Privileged Information
Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information becomes generally available
to the public other than as a result of a disclosure directly or indirectly by the party restricted from disclosing such Privileged Information
(the “Restricted Party”), (b) it is reasonable and necessary for the Restricted Party to disclose such Privileged
Information in working with legal counsel, auditors, taxing authorities or other governmental agencies, (c) such Privileged Information
was already known to such Restricted Party and not otherwise subject to a confidentiality obligation and/or (d) the Restricted Party
is required by law, rule, regulation, order, judgment or decree to disclose such information.


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


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




    	 	-88-	 



    


    

Servicer to any information related to any
Mortgage Loan, including any Excluded Special Servicer Loan and (b) the Certificate Administrator shall not restrict access by the Special
Servicer to any information related to any Mortgage Loan, including any Excluded Special Servicer Loan; provided, further,
however, that any Excluded Controlling Class Holder shall be permitted to reasonably request and to obtain in accordance with Section
4.02(f) of this Agreement any Excluded Information relating to any Excluded Loan with respect to which such Excluded Controlling Class
Holder is not a Borrower Party (if such Excluded Information is not otherwise available to such Excluded Controlling Class Holder via
the Certificate Administrator’s Website on account of it constituting Excluded Information).


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


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


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


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


“Prospectus”:
The Prospectus, dated November 21, 2022, relating to the Registered Certificates.


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


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


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


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


(iii)                            all related unreimbursed
Servicing Advances plus accrued and unpaid interest on all related Advances at the Reimbursement Rate, Special Servicing Fees (whether
paid or unpaid) and any other additional trust fund expenses (except for Liquidation Fees) in respect of such Mortgage Loan (or related




    	 	-89-	 



    


    

REO Loan (including for such purpose, to
the extent required pursuant to the final paragraph hereof, the related Companion Loan)), if any; plus


(iv)                           if such Mortgage Loan (or related REO Loan) is being repurchased or substituted by the related Mortgage Loan Seller or Additional
Repurchase Obligor, pursuant to Section 5 or Section 19, as applicable, of the applicable Mortgage Loan Purchase Agreement,
all reasonable out-of-pocket expenses reasonably incurred or to be incurred by the Master Servicer, the Special Servicer, the
Depositor, the Certificate Administrator or the Trustee in respect of the omission, breach or defect giving rise to the repurchase or
substitution obligation including any expenses arising out of the enforcement of the repurchase or substitution obligation, including,
without limitation, legal fees and expenses and any additional Trust Fund expenses relating to such Mortgage Loan (or related REO Loan);
provided, however, that such out-of-pocket expenses shall not include expenses incurred by Certificateholders or
Certificate Owners in instituting an Asset Review Vote Election, in taking part in an Asset Review vote or in exercising such Certificateholder’s
or Certificate Owner’s, as applicable, rights under the dispute resolution mechanics pursuant to Section 2.03(l);


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


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


Solely with respect to any
Serviced Whole Loan to be sold pursuant to Section 3.16(a)(iii), “Purchase Price” shall mean the amount calculated
in accordance with the preceding sentence in respect of the related Whole Loan, including, for such purposes, the Mortgage Loan and the
related Companion Loan(s), as applicable. With respect to any REO Property to be sold pursuant to Section 3.16(b), “Purchase
Price” shall mean the amount calculated in accordance with the second preceding sentence in respect of the related REO Loan (including
any related Companion Loan). With respect to any sale pursuant to Section 3.16(a)(ii) or Section 3.16(e) or for purposes
of calculating any Gain-on-Sale Proceeds, the “Purchase Price” shall be allocated between the related Mortgage Loan
and Companion Loan(s), as applicable, in accordance with, and shall be equal to the amount provided pursuant to, the provisions of the
related Intercreditor Agreement. With respect to any Joint Mortgage Loan, the Purchase Price that would be payable by each of the applicable
Mortgage Loan Sellers for its related Mortgage Note will be its respective Mortgage Loan Seller Percentage Interest as of the Closing
Date of the total Purchase Price for such Mortgage Loan. Notwithstanding the foregoing, with respect to any repurchase pursuant to




    	 	-90-	 



    


    

sub-clause (A) and sub-clause (C)
hereof, the “Purchase Price” shall not include any amounts payable in respect of any related Companion Loan.


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


“Qualified Insurer”:
(i) With respect to any Mortgage Loan, REO Loan or REO Property, an insurance company or security or bonding company qualified to
write the related Insurance Policy in the relevant jurisdiction with an insurance financial strength rating of at least: (a) “A3”
by Moody’s (or, if not rated by Moody’s, at least an equivalent rating by one NRSRO (which may include Fitch or KBRA)) and
(b) “A” by Fitch (or, if not rated by Fitch, at least “A-” or an equivalent rating as “A-” by
one other NRSRO (which may include Moody’s or KBRA)), and (ii) with respect to the fidelity bond and errors and omissions insurance
policy required to be maintained pursuant to Section 3.07(c), except as otherwise permitted by Section 3.07(c), an insurance
company that has a claims paying ability (or the obligations which are guaranteed or backed by a company having such claims paying ability)
rated by at least one (1) of the following rating agencies of at least (a) “A3” by Moody’s, (b) “A-”
by S&P, (c) “A-” by Fitch, (d) “A-:X” by A.M. Best Company, Inc. or (e) “A(low)” by DBRS
Morningstar, or, in the case of clauses (i) or (ii), any other insurer acceptable to the Rating Agencies, as evidenced by a Rating
Agency Confirmation and a confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25).


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


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




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Moody’s as having servicing concerns
as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status”
in contemplation of a rating downgrade or withdrawal) of securities in a transaction serviced by the applicable servicer prior to the
time of determination, and (viii) is currently acting as a special servicer in a transaction rated by KBRA and has not been publicly
cited by KBRA as having servicing concerns as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings
(or placement on “watch status” in contemplation of a rating downgrade or withdrawal) of securities in a transaction serviced
by the applicable servicer prior to the time of determination.


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




    	 	-92-	 



    


    

part of the related Servicing File; and (xviii)
be current in the payment of all scheduled payments of principal and interest then due. In the event that more than one mortgage loan
is substituted for a removed Mortgage Loan, then the amounts described in clause (i) shall be determined on the basis of aggregate
Stated Principal Balances and each such proposed Qualified Substitute Mortgage Loan shall individually satisfy each of the requirements
specified in clauses (ii) through (xviii); provided that the rates described in clause (ii) above
and the remaining term to stated maturity referred to in clause (v) above shall be determined on a weighted average basis;
provided, further, that no individual Mortgage Rate (net of the Servicing Fee Rate, any Non-Serviced Primary Servicing Fee
Rate, the Certificate Administrator Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC®
Intellectual Property Royalty License Fee Rate) shall be lower than the highest fixed Pass-Through Rate (and not based on, or subject
to a cap equal to, the Weighted Average Net Mortgage Rate) of any Class of Principal Balance Certificates having a Certificate Balance
then-outstanding. When a Qualified Substitute Mortgage Loan is substituted for a removed Mortgage Loan, the applicable Mortgage Loan Seller
shall certify that the Qualified Substitute Mortgage Loan meets all of the requirements of the above definition and shall send such certification
to the Trustee, the Certificate Administrator and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing
Certificateholder.


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


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


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


“Rating Agency”:
Each of Fitch, Moody’s and KBRA or their successors in interest. If no such rating agency nor any successor thereof remains in existence,
“Rating Agency” shall be deemed to refer to such nationally recognized statistical rating agency or other comparable Person
reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the
Special Servicer and the Master Servicer, and specific ratings of Fitch, Moody’s and KBRA herein referenced shall be deemed to refer
to the equivalent ratings of the party so designated.


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


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


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




    	 	-93-	 



    


    

“Realized Loss”:
With respect to the Mortgage Loans and any Distribution Date, the amount, if any, by which the aggregate Stated Principal Balance (for
purposes of this definition only, not giving effect to any reductions of the Stated Principal Balance for payments of principal collected
on the Mortgage Loans that were used to reimburse any Workout-Delayed Reimbursement Amounts pursuant to Section 3.05(a)(v)
to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances) of the Mortgage
Loans and any REO Loans (excluding any portion allocable to any related Companion Loan, if applicable) expected to be outstanding immediately
following such Distribution Date, is less than (ii) the then-aggregate Certificate Balance of the Principal Balance Certificates
after giving effect to distributions of principal on such Distribution Date.


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


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


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


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


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


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


“Regulation D”:
Regulation D under the Act.


“Regulation S”:
Regulation S under the Act.


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




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


“Related Certificates”
and “Related Lower-Tier Regular Interests”: For each of the following Classes of Certificates, the related Class
of Lower-Tier Regular Interests; and for each of the following Classes of Lower-Tier Regular Interests, the related Class of Certificates,
set forth below:


	
    Related
    Certificates
	
    Related
    Lower-Tier Regular Interests

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


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


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


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


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


“REMIC Provisions”:
Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections 860A through
860G of subchapter M of chapter 1 of the Code, and related provisions, and temporary and final Treasury Regulations (or proposed
regulations that would apply by reason of their proposed effective date to the extent




    	 	-95-	 



    


    

not inconsistent with temporary or final regulations)
and any rulings or announcements promulgated thereunder, as the foregoing may be in effect from time to time.


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


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


“REO Account”:
A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.14(b) on behalf
of the Trustee for the benefit of the Certificateholders and with respect to any Serviced Whole Loan, for the benefit of the related Serviced
Companion Noteholder, which shall initially be entitled “Rialto Capital Advisors, LLC, as Special Servicer, on behalf of Computershare
Trust Company, National Association, as Trustee, for the benefit of the registered holders of BBCMS Mortgage Trust 2022-C18, Commercial
Mortgage Pass-Through Certificates, Series 2022-C18, REO Account”. Any such account or accounts shall be an Eligible Account.


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


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


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


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




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accrued and payable to the Master Servicer
or the Trustee, as applicable, in respect of such Advances in accordance with Section 3.03(d) or Section 4.03(d), shall
continue to be payable or reimbursable to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of an REO Loan. In addition, Unliquidated Advances and
Nonrecoverable Advances with respect to such REO Loan, in each case, that were paid from collections on the related Mortgage Loans and
resulted in principal distributed to the Certificateholders being reduced as a result of the first proviso in the definition of “Principal
Distribution Amount” shall be deemed outstanding until recovered. Notwithstanding anything to the contrary, with respect to each
Serviced Whole Loan, no amounts relating to the related REO Property or REO Loan allocable to the related Serviced Pari Passu Companion
Loan, as applicable, will be available for amounts due to the Certificateholders or to reimburse the Trust, other than in the limited
circumstances related to Servicing Advances, indemnification payments, Special Servicing Fees and other reimbursable expenses related
to such Serviced Whole Loan incurred with respect to such Serviced Whole Loan, in accordance with Section 3.05(a), or with respect
to an AB Subordinate Companion Loan, as set forth in the related Intercreditor Agreement.


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


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


“Reportable Event”:
As defined in Section 11.07.


“Reporting Requirements”:
As defined in Section 11.12.


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


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




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


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


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


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


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


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


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


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


“Resolved”:
With respect to a Repurchase Request, (i) that the related Material Defect has been cured, (ii) the related Mortgage Loan has
been repurchased in accordance with the related Mortgage Loan Purchase Agreement, (iii) a mortgage loan has been substituted for
the related Mortgage Loan in accordance with the related Mortgage Loan Purchase Agreement, (iv) the applicable Mortgage Loan Seller
has made a Loss of Value Payment, (v) a contractually binding agreement has been entered into between the Enforcing Servicer, on
behalf of the Trust, and the related Mortgage Loan Seller that settles the related Mortgage Loan Seller’s obligations under the
related Mortgage Loan Purchase Agreement, or (vi) the related Mortgage Loan is no longer property of the Trust as a result of a sale
or other disposition in accordance with this Agreement.


“Responsible Officer”:
When used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee with direct responsibility for
the administration of this Agreement and, with respect to a particular matter, any other officer to whom such matter is referred because
of such officer’s knowledge of and familiarity with the particular subject and (ii) the Certificate Administrator, any officer
assigned to the Corporate Trust Services group with direct responsibility for the administration of this Agreement and, with respect to
a particular matter, any other officer to whom a particular matter is referred by the Certificate Administrator because of such officer’s
knowledge of and familiarity with the particular subject.


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


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




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


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


“Retained Fee Rate”:
A rate equal to (A) with respect to the Serviced Mortgage Loans (i) if no Primary Servicing Fee or subservicing fee rate is payable to
a party other than the Master Servicer, 0.00125% or (ii) if a Primary Servicing Fee or subservicing fee rate is payable to a party other
than the Master Servicer, 0.000625%, plus any such Primary Servicing Fee or subservicing fee rate payable to a party other than the Master
Servicer; or (B) with respect to any Non-Serviced Mortgage Loan, 0.000625%.


“Retaining Party”:
Any Holder of a Risk Retention Certificate, and any successor Holder of all or part of such Risk Retention Certificates. The initial Retaining
Party shall be RREF IV-D AIV RR H, LLC.


“Retaining Sponsor”:
Barclays.


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


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


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


“Risk Retention
Certificates”: The Class E-RR, Class F-RR, Class G-RR Certificates, Class H-RR Certificates and Class J-RR Certificates,
as the context requires.


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


“Risk Retention Rules”:
Regulation RR, 12 C.F.R. Part 244.


“Rule 144A”:
Rule 144A under the Act.


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


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


“S&P”:
S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC, and its successors in interest. If neither
S&P nor any successor remains in existence, “S&P” shall be deemed to refer to such other nationally recognized statistical
rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be




    	 	-99-	 



    


    

given to the Trustee, the Certificate Administrator,
the Master Servicer, the Directing Certificateholder and the Special Servicer and specific ratings of S&P herein referenced shall
be deemed to refer to the equivalent ratings of the party so designated.


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


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


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


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


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


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


“Security Agreement”:
With respect to any Mortgage Loan, any security agreement or equivalent instrument, whether contained in the related Mortgage or executed




    	 	-100-	 



    


    

separately, creating in favor of the holder
of such Mortgage a security interest in the personal property constituting security for repayment of such Mortgage Loan.


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


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


“Serviced AB Mortgage
Loan”: Any Mortgage Loan that is part of a Serviced AB Whole Loan. For the avoidance of doubt, the 70 Hudson Street Mortgage
is the only Serviced AB Mortgage Loan related to the Trust as of the Closing Date.


“Serviced AB Whole
Loan”: Any AB Whole Loan that is serviced under this Agreement. For the avoidance of doubt, the 70 Hudson Street Whole Loan
is the only Serviced AB Whole Loan related to the Trust as of the Closing Date.


“Serviced AB Whole
Loan Controlling Holder”: With respect to a Serviced AB Whole Loan, the “Controlling Noteholder”, “Directing
Lender” or similarly defined party identified in the related AB Intercreditor Agreement. For the avoidance of doubt, the Serviced
AB Whole Loan Controlling Holder with respect to the 70 Hudson Street Whole Loan as of the Closing Date is John Hancock Life Insurance
Company (U.S.A.).


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


“Serviced Companion
Loan Securities”: For so long as the related Mortgage Loan or any successor REO Loan is in the Trust Fund, any class of securities
backed, wholly or partially, by any Serviced Companion Loan.


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


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


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


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


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




    	 	-101-	 



    


    

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


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


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


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


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


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


“Serviced Subordinate
Companion Loan”: Any AB Subordinate Companion Loan that is part of a Serviced AB Whole Loan. For the avoidance of doubt, Note
A-B of the 70 Hudson Street Whole Loan is the only Serviced Subordinate Companion Loan related to the Trust as of the Closing Date.


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


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


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


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




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


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


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


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


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




    	 	-103-	 



    


    

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


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


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




    	 	-104-	 



    


    

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


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


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


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


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


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


(i)                                  the related Mortgagor
has failed to make when due any Balloon Payment, and the Mortgagor has not delivered to the Master Servicer or the Special Servicer on
or before the due date of such Balloon Payment, a written and fully executed (subject only to customary final closing conditions) refinancing
commitment from an acceptable lender reasonably satisfactory in form and substance to the Master Servicer and the Special Servicer (and
the Master Servicer or such Special Servicer, as applicable, shall promptly forward such commitment to the Special Servicer or the Master
Servicer, as applicable) which provides that such refinancing will occur within 120 days after the date on which such Balloon




    	 	-105-	 



    


    

Payment will become due (provided
that if either (x) such refinancing does not occur before the expiration of the time period for refinancing specified in such refinancing
commitment or (y) the Master Servicer is required to make a P&I Advance in respect of such Mortgage Loan (or, in the case of
any Serviced Whole Loan, in respect of the Mortgage Loan included in the same Serviced Whole Loan) at any time prior to such a refinancing,
a Servicing Transfer Event will occur immediately); or


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


(iii)                            the Master Servicer determines (in accordance with the Servicing Standard) or receives from the Special Servicer a written determination
of the Special Servicer (which determination the Special Servicer shall make in accordance with the Servicing Standard and (A) with
the consent of the Directing Certificateholder (other than with respect to an Excluded Loan), unless a Control Termination Event has occurred
and is continuing (or, with respect to a Serviced AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal Period,
the prior consent of the AB Whole Loan Controlling Holder, to the extent required by the terms of the related Intercreditor Agreement)
or (B) if a Control Termination Event has occurred and is continuing, following consultation with the Directing Certificateholder
(other than with respect to (x) an Excluded Loan or (y) a Serviced AB Whole Loan prior to the occurrence of an AB Control Appraisal
Period), unless a Consultation Termination Event has occurred and is continuing), that a default in making any Periodic Payment (other
than a Balloon Payment) or any other material payment (other than a Balloon Payment) required under the related Mortgage Note or the related
Mortgage is likely to occur in the foreseeable future, and such default is likely to remain unremedied for at least sixty (60) days
beyond the date on which the subject payment will become due; or the Master Servicer determines (in accordance with the Servicing Standard)
or receives from the Special Servicer a written determination of the Special Servicer (which determination the Special Servicer shall
make in accordance with the Servicing Standard and (A) with the consent of the Directing Certificateholder (other than with respect
to (x) an Excluded Loan or (y) a Serviced AB Whole Loan prior to the occurrence of an AB Control Appraisal Period), unless a Control
Termination Event has occurred and is continuing or (B) if a Control Termination Event has occurred and is continuing, following
consultation with the Directing Certificateholder (other than with respect to an Excluded Loan), unless a Consultation Termination Event
has occurred and is continuing), that a default in making a Balloon Payment is likely to occur in the foreseeable future, and such default
is likely to remain unremedied for at least sixty (60) days beyond the date on which such Balloon Payment will become due (or, if the
Mortgagor has delivered a written and fully executed (subject only to customary final closing conditions) refinancing commitment from
an acceptable lender reasonably satisfactory in form and substance to the Master Servicer and the Special Servicer




    	 	-106-	 



    


    

(and the Master Servicer or the Special
Servicer, as applicable, shall promptly forward such commitment to the Special Servicer or Master Servicer, as applicable) which provides
that such refinancing will occur within 120 days following the date on which such Balloon Payment will become due, the Master Servicer
determines (in accordance with the Servicing Standard) or receives from the Special Servicer a written determination of the Special Servicer
(which determination the Special Servicer shall make in accordance with the Servicing Standard and (A) with the consent of the Directing
Certificateholder (other than with respect to (x) an Excluded Loan or (y) a Serviced AB Whole Loan prior to the occurrence of an
AB Control Appraisal Period), unless a Control Termination Event has occurred and is continuing or (B) if a Control Termination Event
has occurred and is continuing, following consultation with the Directing Certificateholder (other than with respect to an Excluded Loan),
unless a Consultation Termination Event has occurred and is continuing), that (A) the Mortgagor is likely not to make one or more
Assumed Scheduled Payments prior to such a refinancing or (B) such refinancing is not likely to occur within 120 days following
the date on which such Balloon Payment will become due); or


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


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




    	 	-107-	 



    


    

and such decree or order shall have remained
in force undischarged or unstayed for a period of sixty (60) days; or


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


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


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


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


(x)                               a default occurs beyond any applicable grace period or cure period under a Payment Accommodation with respect to any Mortgage Loan
or Serviced Whole Loan, as determined by the Special Servicer in its sole and absolute discretion in accordance with the Servicing Standard.


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




    	 	-108-	 



    


    

Event” shall be as defined in the Non-Serviced
PSA. For the avoidance of doubt, and for purposes of clauses (ii), (iii), (iv), (vii) and (ix) above,
neither (i) a Payment Accommodation with respect to any Mortgage Loan or Serviced Whole Loan nor (ii) any default or delinquency that
would have existed but for such Payment Accommodation shall constitute a Servicing Transfer Event, for so long as the related Mortgagor
is complying with the terms of such Payment Accommodation.


“SGFC”:
Societe Generale Financial Corporation, a Delaware corporation, or its successors in interest.


“SGFC Mortgage Loan
Purchase Agreement”: The mortgage loan purchase agreement, dated and effective as of December 14, 2022, among SGFC, Société
Générale and the Depositor.


“Significant Obligor”:
As defined in Section 11.16.


“Significant Obligor
NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter of any calendar
year), the date that is fifteen (15) days after the Relevant Distribution Date occurring on or immediately following the date on
which financial statements for such calendar quarter are required to be delivered to the related lender under the related Mortgage Loan
documents.


“Significant Obligor
NOI Yearly Filing Deadline”: With respect to each calendar year, the date that is the 90th day after the end of such calendar
year.


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


“SMC”:
Starwood Mortgage Capital LLC, a Delaware limited liability company, or its successor in interest.


“Sole Certificateholder”:
Any Certificate Owner, or Certificate Owners acting in unanimity, of a Book-Entry Certificate or a Holder of a Definitive Certificate
representing 100% of the then-outstanding Class F-RR, Class G-RR, Class H-RR and Class J-RR Certificates; provided, however,
that the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class
B, Class C, Class D and Class E-RR Certificates have been retired.


“Special Notice”:
As defined in Section 5.06.


“Special Servicer”:
Rialto Capital Advisors, LLC and its successors in interest and assigns, or any successor special servicer appointed as provided herein
(including with respect to any Excluded Special Servicer Loan, if any, the related Excluded Special Servicer appointed pursuant to Section
7.01(g) of this Agreement, as applicable, and as the context may require).


“Special Servicer
Decision”: Each of the following:


(i)                                  approval of any waiver regarding the receipt of financial statements (other than immaterial timing waivers including late financial
statements);




    	 	-109-	 



    


    

(ii)                               unless processed by the Master Servicer pursuant to clause (v) of the definition of “Master Servicer Decision”, consent
to actions and releases related to condemnation of parcels of a Mortgaged Property;


(iii)                           any requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held as Earnout
or Performance Escrows or Reserves, including the funding or disbursement of any such amounts with respect to any Mortgage Loan, but excluding,
as to Mortgage Loans that are not Specially Serviced Loans, any Routine Disbursements (for the avoidance of doubt, any request with respect
to a Mortgage Loan that is not a Specially Serviced Loan for Routine Disbursements or any other funding or disbursement as mutually agreed
upon by the Master Servicer and the Special Servicer, shall not constitute a Special Servicer Decision; provided, however,
that in the case of any Mortgage Loan, the escrows, reserves, holdbacks and related letters of credit held as Earnout or Performance Escrows
or Reserves that exceed, in the aggregate, at the related origination date, 10% of the initial principal balance of such Mortgage Loan
and any related Serviced Companion Loan, if applicable (which Mortgage Loans are identified on Schedule 3 hereto), shall not be
deemed to constitute a Routine Disbursement, and shall instead constitute Special Servicer Decisions, except for the routine funding of
tax payments and insurance premiums when due and payable (provided that the Mortgage Loan is not a Specially Serviced Loan));


(iv)                            requests to incur additional debt in accordance with the terms of the Mortgage Loan documents;


(v)                               unless processed by the Master Servicer pursuant to clause (iii) of the definition of “Master Servicer Decision”, any
approval or consent to grants of easements or rights of way (including, without limitation, for utilities, access, parking, public improvements
or another purpose) or subordination of the lien of the Mortgage Loan to easements, that materially affect the use or value of a Mortgaged
Property or a Mortgagor’s ability to make payments with respect to the related Mortgage Loan or any related Companion Loan;


(vi)                            determining whether to cure any default by a Mortgagor under a Ground Lease or permit any Ground Lease modification, amendment
or subordination, non-disturbance and attornment agreement or entry into a new Ground Lease; and


(vii)                        other than with respect to a Ground Lease, any modification, waiver or amendment of any lease, the execution of a new lease or
the granting of a subordination, non-disturbance and attornment agreement in connection with any lease at a Mortgaged Property or REO
Property if the lease affects an area greater than the lesser of (1) 30% of the net rentable area of the improvements at the Mortgaged
Property and (2) 30,000 square feet of the improvements at the Mortgaged Property; provided that the Special Servicer will be required
to reach a decision on any such Special Servicer Decision within twenty (20) Business Days of its receipt from the Mortgagor of all information
reasonably requested by the




    	 	-110-	 



    


    

Special Servicer in order to process the
Special Servicer Decision (such twenty (20) Business Days being inclusive of the five (5) Business Day period within which the Directing
Certificateholder is required to grant or withhold its consent);


“Special Servicing
Fee”: With respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan), the fee payable
to the Special Servicer pursuant to Section 3.11(b).


“Special Servicing
Fee Rate”: With respect to each Specially Serviced Loan and each REO Loan (other than a Non-Serviced Mortgage Loan) on a
loan by loan basis, (a) 0.25000% per annum computed on the basis of the Stated Principal Balance of the related Mortgage Loan (including
any REO Loan) and Companion Loan, as applicable, in the same manner as interest is calculated on such Specially Serviced Loan; and (b)
if the rate in clause (a) would result in a Special Servicing Fee that would be less than $5,000 in any given month, then
the Special Servicing Fee Rate for such month for such Specially Serviced Loan or REO Loan shall be a rate equal to such higher rate as
would result in a Special Servicing Fee equal to $5,000, for such month with respect to such Specially Serviced Loan or REO Loan.


“Specially Serviced
Loan”: As defined in Section 3.01(a).


“Sponsors”:
The Mortgage Loan Sellers.


“Startup Day”:
The day designated as such in Section 10.01(c).


“Stated Principal
Balance”: With respect to any Mortgage Loan, as of any date of determination, an amount equal to (x) the Cut-off Date
Balance of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage Loan, as of the date it is added to the Trust, the unpaid
principal balance of such Mortgage Loan after application of all scheduled payments of principal and interest due during or prior to the
month of substitution, whether or not received) minus (y) the sum of:


(i)                                  the principal portion
of each Periodic Payment due on such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute Mortgage Loan,
due after the Due Date in the related month of substitution), to the extent received from the Mortgagor or advanced by the Master Servicer;


(ii)                               all Principal
Prepayments received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute Mortgage
Loan, after the Due Date in the related month of substitution);


(iii)                           the principal
portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on such Mortgage Loan) and Liquidation Proceeds
received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute Mortgage Loan, after
the Due Date in the related month of substitution); and


(iv)                           any reduction
in the outstanding principal balance of such Mortgage Loan resulting from a Deficient Valuation or a modification of such Mortgage Loan




    	 	-111-	 



    


    

pursuant to the terms and provisions of
this Agreement that occurred prior to the end of the Collection Period for the most recent Distribution Date.


With respect to any REO Loan
that is a successor to a Mortgage Loan, as of any date of determination, the Stated Principal Balance shall be an amount equal to (x) the
Stated Principal Balance of the predecessor Mortgage Loan as of the date of the related REO Acquisition, minus (y) the sum
of:


(i)                                  the principal portion of any P&I Advance made with respect to such REO Loan; and


(ii)                               the principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on the related Mortgage
Loan), Liquidation Proceeds and REO Revenues received with respect to such REO Loan.


A Mortgage Loan or an REO
Loan that is a successor to a Mortgage Loan shall be deemed to be part of the Trust Fund and to have an outstanding Stated Principal Balance
until the Distribution Date on which the payments or other proceeds, if any, received in connection with a Liquidation Event in respect
thereof are to be (or, if no such payments or other proceeds are received in connection with such Liquidation Event, would have been)
distributed to Certificateholders.


With respect to each Companion
Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance of such Companion Loan as of
such date. On any date of determination, the Stated Principal Balance of each Whole Loan shall equal the sum of the Stated Principal Balances
of the related Mortgage Loan and the related Companion Loan(s), as applicable, on such date.


With respect to any REO Loan
that is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance shall equal (x) the Stated
Principal Balance of the predecessor Companion Loan as of the date of the related REO Acquisition, minus (y) the principal
portion of any amounts allocable to the related Companion Loan in accordance with the related Intercreditor Agreement.


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly understood
by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions identified
in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Master Servicer, the Special
Servicer, the Operating Advisor, an Additional Servicer or a Sub-Servicer.


“Subject Loan”:
As defined in Section 12.02(b).


“Subordinate Certificate”:
Any Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR and Class J-RR Certificate.


“Subordinate Companion
Holder”: The holder of any AB Subordinate Companion Loan.




    	 	-112-	 



    


    

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


“Sub-Servicing
Agreement”: The written contract between the Master Servicer or the Special Servicer, as the case may be, and any Sub-Servicer
relating to servicing and administration of Mortgage Loans as provided in Section 3.20.


“Sub-Servicer”:
Any Person that services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer (including, for
the avoidance of doubt, each Initial Sub-Servicer and any primary servicer) and is responsible for the performance (whether directly or
through Sub-Servicers or Subcontractors) of a substantial portion of the material Servicing functions required to be performed by
the Master Servicer, the Special Servicer or an Additional Servicer under this Agreement, with respect to some or all of the Mortgage
Loans that are identified in Item 1122(d) of Regulation AB.


“Substitution Shortfall
Amount”: With respect to a substitution pursuant to Section 2.03(b), an amount equal to the excess, if any, of the Purchase
Price of the Mortgage Loan being replaced calculated as of the date of substitution over the Stated Principal Balance of the related Qualified
Substitute Mortgage Loan after application of all scheduled payments of principal and interest due during or prior to the month of substitution.
In the event that one or more Qualified Substitute Mortgage Loans are substituted (at the same time by the same Mortgage Loan Seller)
for one or more removed Mortgage Loans, the Substitution Shortfall Amount shall be determined as provided in the preceding sentence on
the basis of the aggregate Purchase Prices of the Mortgage Loan(s) being replaced and the aggregate Stated Principal Balances of the related
Qualified Substitute Mortgage Loan(s).


“Surviving Entity”:
As defined in Section 6.03(b).


“Tax Returns”:
The federal income tax returns on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income
Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation,
or any successor forms, to be filed on behalf of each Trust REMIC due to its respective classification as a REMIC under the REMIC Provisions,
together with any and all other information, reports or returns that may be required to be furnished to the Certificateholders or filed
with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions of federal tax law or Applicable
State and Local Tax Law.


“Temporary Regulation
S Book-Entry Certificate”: As defined in Section 5.02(a).


“Termination Purchase
Amount”: The sum of (1) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Loans) included in the Trust
Fund, (2) the Appraised Value (which fair market value for any REO Property may be less than the Purchase Price for the corresponding
REO Loan) of the Trust’s portion of each REO Property, if any, included in the Trust Fund (such Appraisals in this clause (2) to
be conducted by an Independent MAI-designated appraiser selected by the Special Servicer and approved by the Master Servicer and the Controlling
Class) (prior to the occurrence and continuance of a Control Termination Event, with respect to the Controlling Class approval), and (3)
if a Mortgaged Property secures a Non-Serviced Mortgage




    	 	-113-	 



    


    

Loan and is an “REO property” under
the terms of the related Non-Serviced PSA, the pro rata portion of the fair market value of the related Mortgaged Property, as determined
by the related Non-Serviced Master Servicer in accordance with clause (2) above.


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


“Third Party Purchaser”:
Any “third-party purchaser” (as defined under the Risk Retention Rules) that purchases and holds the HRR Certificates. The
Third Party Purchaser shall be RREF IV-D AIV RR H, LLC.


“Transfer”:
Any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.


“Transfer Restriction
Period”: The period from the Closing Date to the earlier of (a) the latest of (i) the date on which the aggregate unpaid principal
balance of all outstanding Mortgage Loans has been reduced to 33.0% of the aggregate Cut-off Date Balance; (ii) the date on which the
aggregate outstanding Certificate Balance of the Principal Balance Certificates has been reduced to 33.0% of the aggregate outstanding
Certificate Balance of the Principal Balance Certificates as of the Closing Date; and (iii) two years after the Closing Date; (b) with
respect to the HRR Certificates only, the date on which all of the Mortgage Loans have been defeased in accordance with §244.7(b)(8)(i)
of the Risk Retention Rules and (c) the date that the Risk Retention Rules applicable to a holder of the HRR Certificates is withdrawn,
repealed, amended or modified as it relates to the restrictions on hedging and transfer as to this securitization or the HRR Certificates.


“Transferable Servicing
Interest”: With respect to each Mortgage Loan or any Serviced Pari Passu Companion Loan (and any successor REO Loan with respect
thereto), the amount by which the related Servicing Fee otherwise payable to the Master Servicer hereunder exceeds the amount of the Servicing
Fee calculated using the Retained Fee Rate, which Transferable Servicing Interest is subject to reduction by the Trustee pursuant to Section
3.11(a) of this Agreement.


“Transferee”:
Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.


“Transferee Affidavit”:
As defined in Section 5.03(p)(ii).


“Transferor”:
Any Person who is disposing by Transfer any Ownership Interest in a Certificate.


“Transferor Letter”:
As defined in Section 5.03(p)(ii).


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named “BBCMS Mortgage Trust 2022-C18”.


“Trust Fund”:
The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans as from time to time
are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage




    	 	-114-	 



    


    

Loan), together with the Mortgage Files relating
thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion Noteholder in the related Mortgage
File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date
(or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (to
the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged Property securing a Non-Serviced
Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect of any REO Property (to the extent
of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s
and the Trustee’s rights under the Insurance Policies with respect to the Mortgage Loans required to be maintained pursuant to this
Agreement and any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any Security
Agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement
policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts
on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier REMIC Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of
the Trust’s interest in such Gain-on-Sale Reserve Account), and any REO Account (to the extent of the Trust’s interest
in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent
of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement
(to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; and (xii) the proceeds of the foregoing
(other than any interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts,
to the extent such interest belongs to the related Mortgagor). For the avoidance of doubt, no Retained Defeasance Rights and Obligations
will be assets of the Trust.


“Trust-Related
Litigation”: As defined in Section 3.32.


“Trust REMIC”:
As defined in the Preliminary Statement.


“Trustee”:
Computershare Trust Company, National Association, or its successor in interest, in its capacity as trustee and its successors in interest,
or any successor trustee appointed as herein provided. Computershare Trust Company, National Association will perform its obligations
as Trustee hereunder through its Corporate Trust Services Division (including, as applicable, any agents or affiliates utilized thereby).


“Trustee Fee”:
The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which fee is included as part
of the Certificate Administrator Fee. No portion of the Trustee Fee shall be calculated by reference to any Companion Loan or the Stated
Principal Balance of any Companion Loan. The Trustee Fee shall be paid as a portion of the Certificate Administrator Fee.


“UBS AG”:
UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York, an Office of the Comptroller of the Currency
regulated brand of a foreign bank, or its successors in interest.




    	 	-115-	 



    


    

“UCC”:
The Uniform Commercial Code, as enacted in each applicable state.


“UCC Financing Statement”:
A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.


“Underwriters”:
Barclays Capital Inc., BMO Capital Markets Corp., KeyBanc Capital Markets Inc., SG Americas Securities, LLC, UBS Securities LLC, Mischler
Financial Group, Inc. and Academy Securities, Inc.


“Uninsured Cause”:
Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is not fully reimbursable by
the hazard Insurance Policies or flood Insurance Policies required to be maintained pursuant to Section 3.07.


“United States Securities
Person”: Any “U.S. person” as defined in Rule 902(k) of Regulation S.


“Unliquidated Advance”:
Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that made the Advance hereunder,
on the one hand, and the Trust, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant to subsections (iii)
and (iv) of Section 3.05(a) but that has not been recovered from the Mortgagor or otherwise from collections on or the proceeds
of the related Mortgage Loan or REO Property in respect of which the Advance was made.


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


“Unsolicited Information”:
As defined in Section 12.01(b)(iii).


“Upper-Tier
REMIC”: A segregated asset pool within the Trust Fund, the assets of which consist of the Lower-Tier Regular Interests and
such amounts as shall from time to time be held in the Upper-Tier REMIC Distribution Account.


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created and maintained
by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which
shall initially be entitled “Computershare Trust Company, National Association, as Certificate Administrator, on behalf of Computershare
Trust Company, National Association, as Trustee, for the benefit of the registered holders of BBCMS Mortgage Trust 2022-




    	 	-116-	 



    


    

C18, Commercial Mortgage Pass-Through Certificates,
Series 2022-C18, Upper-Tier REMIC Distribution Account”. Any such account or accounts shall be an Eligible Account.


“U.S. Dollars”
or “$”: Lawful money of the United States of America.


“U.S. Tax Person”:
A citizen or resident of the United States, a corporation or partnership (except to the extent provided in applicable Treasury Regulations)
or other entity created or organized in, or under the laws of, the United States, any State thereof or the District of Columbia, including
any entity treated as a corporation or partnership for federal income tax purposes, an estate whose income is subject to United States
federal income tax regardless of its source or a trust if a court within the United States is able to exercise primary supervision over
the administration of such trust, and one or more such U.S. Tax Persons have the authority to control all substantial decisions of
such trust (or, to the extent provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have
elected to be treated as U.S. Tax Persons).


“Voting Rights”:
The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times during the term of this
Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows: (i) 2% in the case of
the Class X Certificates (allocated pro rata, based upon their respective Notional Amounts as of the date of determination) and
(ii) in the case of the Principal Balance Certificates, a percentage equal to the product of 98% and a fraction, the numerator of
which is equal to the Certificate Balance (and solely in connection with any vote for purposes of determining whether to remove the Special
Servicer pursuant to Section 7.01(d) or the Operating Advisor pursuant to Section 3.26(j), taking into account any notional
reduction in the Certificate Balance for Cumulative Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a))
of such Class, in each case, determined as of the Distribution Date immediately preceding such time, and the denominator of which is equal
to the aggregate Certificate Balance (and solely in connection with any vote for purposes of determining whether to remove the Special
Servicer pursuant to Section 7.01(d) or the Operating Advisor pursuant to Section 3.26(j), taking into account any notional
reduction in the Certificate Balance for Cumulative Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a))
of the Principal Balance Certificates, each determined as of the Distribution Date immediately preceding such time. The Voting Rights
of any Class of Certificates shall be allocated among Certificateholders of such Class in proportion to their respective Percentage Interests.
The Class R Certificates shall not be entitled to any Voting Rights.


“Weighted Average
Net Mortgage Rate”: With respect to any Distribution Date, the weighted average of the applicable Net Mortgage Rates of the
Mortgage Loans (including any Non-Serviced Mortgage Loans) as of the first day of the related Collection Period, weighted on the basis
of their respective Stated Principal Balances as of the first day of such Collection Period (after giving effect to any payments received
during any applicable Grace Period).


“Whole Loan”:
A mortgage loan that includes a Mortgage Loan and one or more Companion Loans, all of which are secured by the same Mortgaged Property.
The table under the heading “Whole Loans” in the Preliminary Statement hereto identify the Whole Loans related to the Trust.
With respect to each Whole Loan, references herein to each such Whole Loan shall be




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construed to refer to the aggregate indebtedness
under the related Mortgage Loan and the related Companion Loan(s).


“Withheld Amounts”:
As defined in Section 3.21(a).


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage Loan
on or before the date such Mortgage Loan becomes (or, but for the making of three Periodic Payments under its modified terms, would then
constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i) such
Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on or before the date, if any,
on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued and unpaid interest thereon) becomes
an obligation of the related Mortgagor to pay such amount under the terms of the modified loan documents. That any amount constitutes
all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the right of any Person hereunder to determine
in the future that such amount instead constitutes a Nonrecoverable Advance.


“Workout Fee”:
The fee paid to the Special Servicer with respect to each Corrected Loan in accordance with Section 3.11(c).


“Workout Fee Rate”:
With respect to each Corrected Loan and in accordance with Section 3.11(c), a fee equal to 1.00% of each collection (other than
Penalty Charges) of interest and principal (other than any amount for which a Liquidation Fee would be paid), including (i) Periodic
Payments, (ii) Balloon Payments, (iii) Principal Prepayments and (iv) payments (other than those included in clause (i)
or (ii) of this definition) at maturity, received on each Corrected Loan for so long as it remains a Corrected Loan.


“XML”:
Extensible Markup Language.


“Yield Maintenance
Charge”: With respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable, as the context requires,
by a borrower in connection with a principal prepayment on, or other early collection of principal of, a Mortgage Loan, calculated, in
whole or in part, pursuant to a yield maintenance formula or otherwise pursuant to a formula that reflects the lost interest, including
any specified amount or specified percentage of the amount prepaid which constitutes the minimum amount that such Yield Maintenance Charge
may be.


Section 1.02                         Certain Calculations. Unless otherwise specified herein, for purposes of determining amounts with respect to the Certificates
and the rights and obligations of the parties hereto, the following provisions shall apply:


(i)                                   All calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall be made
on the basis of a 360-day year consisting of twelve 30-day months.


(ii)                                Any Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the Master
Servicer or the Special




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Servicer; provided, however,
that for purposes of calculating distributions on the Certificates, Principal Prepayments with respect to any Mortgage Loan are deemed
to be received on the date they are applied in accordance with the Servicing Standard consistent with the terms of the related Mortgage
Note and Mortgage to reduce the outstanding principal balance of such Mortgage Loan, on which interest accrues.


(iii)                             Any reference to the Certificate Balance of any Class of Principal Balance Certificates on or as of a Distribution Date shall refer
to the Certificate Balance of such Class of Principal Balance Certificates on such Distribution Date after giving effect to (a) any
distributions made on the immediately preceding Distribution Date pursuant to Section 4.01(a), and Section 4.01(c), (b) any
Realized Losses allocated to such Class of Principal Balance Certificates on the immediately preceding Distribution Date pursuant to Section
4.04, and (c) any recoveries on the related Mortgage Loans of Nonrecoverable Advances (plus interest thereon) that were previously
reimbursed from principal collections on the related Mortgage Loans, that resulted in a reduction of the Principal Distribution Amount,
which recoveries are allocated to such Class of Principal Balance Certificates on the immediately preceding Distribution Date and added
to the Certificate Balance pursuant to Section 4.04(a).


(iv)                            Unless otherwise specifically provided for herein, all net present value calculations and determinations made with respect to a
Mortgage Loan, Serviced Companion Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing
Standard”) shall be made, in the event the Mortgage Loan documents are silent, using a discount rate (a) for principal
and interest payments on a Mortgage Loan or Serviced Companion Loan, as applicable, or sale by the Special Servicer of a Defaulted Loan,
the highest of (x) the rate determined by the Master Servicer or the Special Servicer, as applicable, that approximates the market
rate that would be obtainable by the related Mortgagor on similar non-defaulted debt of such Mortgagor as of such date of determination,
(y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Companion Loan, as applicable, based on its outstanding principal
balance and (z) the yield on 10-year U.S. treasuries as of such date of determination, and (b) for all other cash flows,
including property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal) of
the related Mortgaged Property.


(v)                               Any reference to “expense of the trust” or “additional trust fund expense” or words of similar import shall
be construed to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related Intercreditor Agreement
or, if no application is specified in the related Intercreditor Agreement, then, to the extent such Intercreditor Agreement refers to
this Agreement for the application of trust fund expenses or such Intercreditor Agreement does not prohibit the following application
of trust fund expenses (i) with respect to any Serviced Whole Loan, first, to any related AB Subordinate Companion Loan and
then, pro rata and pari passu, to the Trust and any related Serviced Pari Passu Companion Loans in accordance with
the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loans.




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[End of Article I]


ARTICLE
II



CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES


Section 2.01                           Conveyance
of Mortgage Loans. (a) The Depositor, concurrently with the execution
and delivery hereof, does hereby establish a trust, appoint the Trustee as trustee of the trust, assign, sell, transfer and convey to
the Trustee, in trust, without recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular
Interests) all the right, title and interest of the Depositor, whether now owned or existing or hereafter acquired or arising, including
any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage
Loan Schedule, (ii) Sections 2, 3, 4 (other than Sections 4(c), (d), (e) and (g)) and 5 (other than Section 5(f),
(g), (h) and (i)) and, to the extent related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of each of
the related Mortgage Loan Purchase Agreements, Section 19 of the Barclays Mortgage Loan Purchase Agreement, Section 19
of the SGFC Mortgage Loan Purchase Agreement, and Section 19 of the BSPRT Mortgage Loan Purchase Agreement; (iii) the Intercreditor
Agreements; (iv) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off
Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (v) any REO Property
(to the extent of the Depositor’s interest therein) or the Depositor’s beneficial interest in the Mortgaged Property securing
a Non-Serviced Whole Loan acquired under the related Non-Serviced PSA; (vi) all revenues received in respect of any REO
Property (to the extent of the Depositor’s interest therein); (vii) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans
required to be maintained pursuant to this Agreement and any proceeds thereof (to the extent of the Depositor’s interest therein);
(viii) any Assignment of Leases and any Security Agreements (to the extent of the Depositor’s interest therein); (ix) any
letters of credit, indemnities, guaranties or lease enhancement policies given as additional security for any related Mortgage Loans
(to the extent of the Depositor’s interest therein); (x) all assets deposited in the Loss of Value Reserve Fund and the
Servicing Accounts (to the extent of the Depositor’s interest therein), amounts on deposit in the Collection Account (to the extent
of the Depositor’s interest therein), the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account,
the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Depositor’s interest in such Gain-on-Sale
Reserve Account) and any REO Account (to the extent of the Depositor’s interest in such REO Account), including any reinvestment
income, as applicable; (xi) any Environmental Indemnity Agreements (to the extent of the Depositor’s interest therein);
(xii) the Lower-Tier Regular Interests; and (xiii) the proceeds of the foregoing (other than any interest earned on
deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest
belongs to the related Mortgagor and any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans) (collectively,
the “Conveyed Property”). Such assignment includes all interest and principal received or receivable on or with respect
to the Mortgage Loans (in each case, other than (i) payments of principal and interest due and payable on the Mortgage Loans on
or before the Cut-off Date; (ii) prepayments of principal collected on or before the Cut-off Date;




    	 	-120-	 



    


    

(iii) [reserved]; and (iv) any Retained
Defeasance Rights and Obligations with respect to the Mortgage Loans for which KeyBank, AREF, SMC, LMF, UBS AG or BSPRT is the related
Mortgage Loan Seller). The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding
Section 13.07, is intended by the parties to constitute a sale. In connection with the assignment to the Trustee of Sections 2,
3, 4 (other than Sections 4(c), (d), (e) and (g)) and 5 (other than Section 5(f), (g), (h) and (i)) and, to the extent
related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of each of the related Mortgage Loan Purchase Agreements,
Section 19 of the Barclays Mortgage Loan Purchase Agreement, Section 19 of the SGFC Mortgage Loan Purchase Agreement and Section
19 of the BSPRT Mortgage Loan Purchase Agreement, it is intended that the Trustee get the benefit of Sections 10, 13 and 15 thereof
in connection with any exercise of rights under the assigned Sections, and the Depositor shall use its best efforts to make available
to the Trustee the benefits of Sections 10, 13 and 15 in connection therewith.


(b)              
In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and
hereby represents and warrants that it has directed, the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase Agreement
to deliver and deposit with, or cause to be delivered to and deposited with, the Custodian, (A) on or before the Closing Date, the
Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank as specified in clause (i) of the definition
of “Mortgage File” (or, alternatively, if the original executed Mortgage Note has been lost, a lost note affidavit and indemnity
with a copy of such Mortgage Note as specified in clause (i) of the definition of “Mortgage File”) and (B) on or
before the date that is 45 days following the Closing Date (or such later date as may be provided under Section 2.01(b) and
(c) hereof with regard to any item), the remainder of the Mortgage File for each Mortgage Loan (which delivery shall be subject
to clause (e) and clause (f) of the first proviso to the definition of “Mortgage File”) and, except in
the case of a Mortgage Loan that is a Non-Serviced Whole Loan as of the Closing Date, any other items required to be delivered or
deposited by the Mortgage Loan Seller pursuant to this Agreement (other than amounts from reserve accounts and originals of letters of
credit, which shall be transferred to the Master Servicer) for each Mortgage Loan. If the applicable Mortgage Loan Seller cannot deliver,
or cause to be delivered, as to any Mortgage Loan, the original Mortgage Note, the delivery requirements of the applicable Mortgage Loan
Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied upon such Mortgage Loan Seller’s delivery
of a copy or duplicate original of such Mortgage Note, together with an affidavit certifying that the original thereof has been lost or
destroyed and indemnifying the Trustee and the Trust. If the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered,
as to any Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii), (iv), (vii) and (ix) of the definition
of “Mortgage File” (or, if applicable, a copy thereof) with evidence of filing or recording thereon (if intended to be recorded
or filed), solely because of a delay caused by the public filing or recording office where such document or instrument has been delivered,
or will be delivered within 10 Business Days of the Closing Date, for filing or recordation, the delivery requirements of the applicable
Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied on a provisional basis as of the
Closing Date as to such non-delivered document or instrument, and such non-delivered document or instrument shall be deemed to
have been included in the Mortgage File, if a duplicate original or a photocopy of such non-delivered document or instrument (certified
by the applicable public filing or recording office, the applicable title insurance company or the applicable Mortgage Loan Seller to
be a true and complete copy of the original thereof submitted




    	 	-121-	 



    


    

or to be submitted for filing or recording)
is delivered to the Custodian on or before the date set forth herein, and either the original of such non-delivered document or instrument,
or a photocopy thereof (certified by the appropriate county recorder’s office or the applicable title insurance company, in the
case of the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage File”, to be a true
and complete copy of the original thereof submitted for recording), with evidence of filing or recording thereon, is delivered to the
Custodian within one hundred-eighty (180) days of the Closing Date (or within such longer period, not to exceed eighteen (18) months,
after the Closing Date as the Custodian shall consent to as long as the applicable Mortgage Loan Seller is, as certified in writing to
the Trustee and the Custodian no less often than every ninety (90) days following such 180–day period after the Closing Date,
attempting in good faith to obtain from the appropriate public filing office or county recorder’s office such original or photocopy).
If the applicable Mortgage Loan Seller is required to, but cannot, deliver, or cause to be delivered, as to any Mortgage Loan, any of
the documents and/or instruments referred to in clauses (ii), (iv), (vii), and (ix) (or, if applicable, a copy thereof) of the
definition of “Mortgage File,” with evidence of filing or recording thereon (if intended to be recorded or filed), for any
other reason, including, without limitation, that such non-delivered document or instrument has been lost or destroyed, the delivery
requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied
as to such non-delivered document or instrument, and such non-delivered document or instrument shall be deemed to have been included
in the Mortgage File, if a photocopy of such non-delivered document or instrument (with evidence of filing or recording thereon and
certified in the case of the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage File”
by the appropriate county recorder’s office or the applicable title insurance company to be a true and complete copy of the original
thereof submitted for recording) is delivered to the Custodian on or before the date set forth herein. Neither the Trustee nor any Custodian
shall in any way be liable for any failure by any Mortgage Loan Seller or the Depositor to comply with the delivery requirements of the
related Mortgage Loan Purchase Agreement and this Section 2.01(b). If, on the Closing Date as to any Mortgage Loan, subject to
the next sentence, the applicable Mortgage Loan Seller is required to, but cannot, deliver (in complete and recordable form or form suitable
for filing or recording, if applicable) any one of the assignments in favor of the Trustee referred to in clause (iii), clause (v),
or clause (x) of the definition of “Mortgage File” solely because of the unavailability of filing or recording information
as to any existing document or instrument, such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related
Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to such assignment by delivering with respect to such Mortgage
Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit H; provided that
all required original assignments with respect to such Mortgage Loan (in fully complete and recordable form or form suitable for filing
or recording, if applicable) are delivered to the Custodian within one hundred-eighty (180) days after the Closing Date (or within
such longer period, not to exceed eighteen (18) months, which the Custodian shall consent to so long as the applicable Mortgage Loan
Seller is, as certified in writing to the Trustee and the Custodian no less often than every ninety (90) days following such 180–day
period after the Closing Date, attempting in good faith to obtain from the appropriate public filing office or county recorder’s
office the applicable filing or recording information as to the related document or instrument); and provided, further,
that in the case of a Non-Serviced Mortgage Loan, the delivery of any such assignments shall be subject to clause (e) and clause (f)
of the first proviso to the definition of “Mortgage File” herein. As to any Mortgage Loan, the related Mortgage Loan




    	 	-122-	 



    


    

Seller or its agent is responsible for recording
or filing, as applicable, any one of the assignments in favor of the Trustee referred to in clause (iii), clause (v), or clause (x)
of the definition of “Mortgage File”, and such Mortgage Loan Seller may provisionally satisfy the delivery requirements of
the related Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to such assignment by delivering to the Custodian
with respect to such Mortgage Loan on the Closing Date a copy of such assignment in the form sent for recording or filing or (except for
recording or filing information not yet available) to be sent for recording or filing; provided that an original or copy of such
assignment (with evidence of recording or filing, as applicable, indicated thereon) shall be delivered to the Custodian as contemplated
by Section 2.01(c) of this Agreement. Notwithstanding anything herein to the contrary, with respect to letters of credit referred
to in clause (xii) of the definition of “Mortgage File”, the applicable Mortgage Loan Seller shall deliver the original
to the Master Servicer (which letter of credit shall be titled in the name of, or assigned to, “Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, on behalf of Computershare Trust Company, National Association, as Trustee, for
the benefit of the registered holders of BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18”),
and a copy to the Custodian or, if such original has been submitted by the applicable Mortgage Loan Seller to the issuing bank to effect
a reissuance, assignment or amendment of such letter of credit (changing the beneficiary thereof to the Master Servicer (in care of the
Trustee, as titled above) that may be required in order for the Master Servicer to draw on such letter of credit on behalf of the Trust
in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents), the applicable Mortgage Loan Seller shall
be deemed to have satisfied the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b)
by delivering with respect to any letter(s) of credit a copy thereof to the Custodian indicating that such document has been delivered
to the issuing bank for reissuance or an Officer’s Certificate from the Master Servicer certifying that it holds the letter(s) of
credit pursuant to this Section 2.01(b), one of which shall be delivered to the Custodian within forty-five (45) days
after the Closing Date. If a letter of credit referred to in the previous sentence is not in a form that would allow the Master Servicer
to draw on such letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or of the related Mortgage
Loan documents, the applicable Mortgage Loan Seller shall deliver the appropriate assignment or amendment documents (or copies of such
assignment or amendment documents if the related Mortgage Loan Seller has submitted the originals to the related issuer of such letter
of credit for processing) to the Custodian within forty-five (45) days of the Closing Date. If not otherwise paid by the related
Mortgagor, the applicable Mortgage Loan Seller shall pay any costs of assignment or amendment of such letter(s) of credit required in
order for the Master Servicer to draw on such letter(s) of credit on behalf of the Trust and shall cooperate with the reasonable requests
of the Master Servicer in connection with effectuating a draw under any such letter of credit prior to the date such letter of credit
is assigned or amended in order that it may be drawn by the Master Servicer on behalf of the Trust.


(c)              
Except in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller is required at its sole cost and expense,
to itself, or to engage a third party to, put each Assignment of Mortgage, each assignment of Assignment of Leases and each assignment
of each UCC Financing Statement (collectively, the “Assignments” and, individually, “Assignment”)
relating to the Mortgage Loans conveyed by it under the applicable Mortgage Loan Purchase Agreement in proper form for filing or recording,
as applicable, and to submit such Assignments for filing or recording, as the case may be, in the applicable public filing or recording
office. On




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the Closing Date, the Mortgage Loan Sellers
may deliver one (1) omnibus assignment for all such Mortgage Loans substantially in the form of Exhibit H hereto to the
Custodian as provided in Section 2.01(b). Except under the circumstances provided for in the last sentence of this Section 2.01(c)
and except in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller will itself, or a third party at such Mortgage
Loan Seller’s expense will, promptly (and in any event within one hundred-twenty (120) days after the later of the Closing
Date and the related Mortgage Loan Seller’s actual receipt of the related documents and the necessary recording and filing information)
cause to be submitted for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing
Statements, as appropriate, each Assignment. Each such Assignment submitted for recording shall reflect that it (or a file copy thereof
in the case of a UCC Assignment) should be returned by the public recording office to the Custodian or its designee following recording
or filing (or to the related Mortgage Loan Seller or its agent who will then be responsible for delivery of the same to the Custodian
or its designee). Any such Assignment received by the Custodian shall be promptly included in the related Mortgage File and be deemed
a part thereof, and any such Assignment received by the related Mortgage Loan Seller or its agent shall be required to be delivered to
the Custodian to be included as part of the related Mortgage File within thirty (30) days after receipt. If any such document or
instrument is determined to be incomplete or not to meet the recording or filing requirements of the jurisdiction in which it is to be
recorded or filed, or is lost by the public office or returned unrecorded or unfiled, as the case may be, because of a defect therein,
on or about one hundred-eighty (180) days after the Closing Date, the related Mortgage Loan Seller or its designee shall prepare,
at its own expense, a substitute therefor or cure such defect, as the case may be, and thereafter the related Mortgage Loan Seller or
its designee shall, at the expense of such Mortgage Loan Seller, upon receipt thereof cause the same to be duly recorded or filed, as
appropriate. If, by the first anniversary of the Closing Date, the Custodian has not received confirmation of the recording or filing
as the case may be, of any such Assignment, it shall so advise the related Mortgage Loan Seller who may then pursue such confirmation
itself or request that the Custodian pursue such confirmation at the related Mortgage Loan Seller’s expense, and upon such a request
and provision for payment of such expenses satisfactory to the Custodian, the Custodian, at the expense of the applicable Mortgage Loan
Seller, shall cause a search of the land records of each applicable jurisdiction and of the records of the offices of the applicable Secretary
of State for confirmation that the Assignment appears in such records and retain a copy of such confirmation in the related Mortgage File.
In the event that confirmation of the recording or filing of an Assignment cannot be obtained, the Custodian or the related Mortgage Loan
Seller, as applicable, shall promptly inform the other and the Custodian shall provide such Mortgage Loan Seller with a copy of the Assignment
and request the preparation of a new Assignment. The related Mortgage Loan Seller shall pay the expenses for the preparation of replacement
Assignments for any Assignments which, having been properly submitted for filing or recording to the appropriate governmental office by
the Custodian, fail to appear of record and must be resubmitted. Notwithstanding the foregoing, there shall be no requirement to record
any assignment to the Trustee referred to in clause (iii) or (v) of the definition of “Mortgage File,”
or to file any UCC-3 to the Trustee referred to in clause (ix) of the definition of “Mortgage File,” in those
jurisdictions where, in the written opinion of local counsel (which opinion shall be an expense of the related Mortgage Loan Seller) acceptable
to the Depositor and the Trustee, such recordation and/or filing is not required to protect the Trustee’s interest in the related
Mortgage Loan against sale, further




    	 	-124-	 



    


    

assignment, satisfaction or discharge by the
related Mortgage Loan Seller, the Master Servicer, the Special Servicer, any Sub-Servicer or the Depositor.


(d)                               All documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage
Loans (including, in each case, financial statements, appraisals, environmental reports, engineering reports, transaction screens, seismic
assessment reports, leases, rent rolls, Insurance Policies and certificates, major space leases, legal opinions, tenant estoppels and
any other relevant documents relating to the origination and servicing of any Mortgage Loan or related Whole Loan that are reasonably
necessary for the ongoing administration and/or servicing of the applicable Mortgage Loan or Whole Loan, but excluding the applicable
Mortgage Loan Seller’s internal communications (including such communications between such Mortgage Loan Seller and its Affiliates)
and underwriting analysis (including documents prepared by the applicable Mortgage Loan Seller or any of its Affiliates for such purposes),
draft documents, attorney-client communications that are privileged communications or constitute legal or other due diligence analyses
and credit underwriting or due diligence analyses or data) that (i) are not required to be a part of a Mortgage File in accordance
with the definition thereof and (ii) are reasonably necessary for the servicing of each such Mortgage Loan, together with copies
of all documents in each Mortgage File, shall be delivered by the Depositor or the applicable Mortgage Loan Seller to the Master Servicer
within five (5) Business Days after the Closing Date (except that copies of any instruments of assignment that are returned to the
Custodian by the related public recording office in accordance with the requirements of Section 2.01(c) shall be delivered by the
Custodian to the Master Servicer when the originals are returned to the Custodian) and shall be held by the Master Servicer on behalf
of the Trustee in trust for the benefit of the Certificateholders (and as holder of the Lower-Tier Regular Interests) and, if applicable,
on behalf of the related Companion Holder; provided that the parties hereto acknowledge and agree that some or all of the items
in this Section 2.01(d) have, as of the Closing Date, been posted to websites to which various parties to this Agreement have access,
and if any such items have been so posted to any such website(s) to which the Master Servicer has access, such items will be deemed to
have been delivered to the Master Servicer in accordance with this Section 2.01(d); and provided, further, that if
the Master Servicer is unable to download such items from such website(s) after making reasonable efforts to do so and provides notice
(which may be delivered by electronic means) to the Mortgage Loan Seller, the Depositor shall cause such Mortgage Loan Seller to deliver
such items to the Master Servicer by such means as may be reasonably acceptable to the Master Servicer. Such documents and records shall
be any documents and records (with the exception of any items excluded under the immediately preceding sentence) that would otherwise
be a part of the Servicing File.


(e)                                In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver to
the Trustee and the Master Servicer, on or before two (2) Business Days after the Closing Date, a fully executed original counterpart
of each of the Mortgage Loan Purchase Agreements, as in full force and effect, without amendment or modification, on the Closing Date.


(f)                                  The Depositor shall use its reasonable best efforts to require that, promptly after the Closing Date, but in all events within
three (3) Business Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all unapplied reserve funds and Escrow
Payments in the possession or under the control of the Mortgage Loan Seller that relate to the Mortgage Loans




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(other than any Non-Serviced Mortgage Loan)
transferred by such Mortgage Loan Seller, whether such accounts are held in the name of the applicable Mortgage Loan Seller or any other
name to be transferred to the Master Servicer (or a Sub-Servicer) for deposit into Servicing Accounts.


(g)                               With respect to the Franchise Required Mortgage Loans, the related Mortgage Loan Seller or its designee will be required to provide
any such required notice or make any such required request to the related franchisor (with a copy of such notice or request to the Master
Servicer) within forty-five (45) days of the Closing Date (or any shorter period if required by the applicable comfort letter),
and the Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such replacement comfort letter,
if necessary (or to acquire any such new document or acknowledgement as may be contemplated under the existing comfort letter). If the
Master Servicer is unable to acquire any such replacement comfort letter (or new document or acknowledgement, as applicable) within 120 days
of the Closing Date, the Master Servicer shall notify the related Mortgage Loan Seller that no such replacement comfort letter has been
received.


(h)                               Each Mortgage Loan Purchase Agreement shall provide that within sixty (60) days after the Closing Date, each Mortgage Loan
Seller shall deliver or cause to be delivered the Diligence Files for each of its Mortgage Loans to the Depositor by uploading such Diligence
Files to the Designated Site. Promptly upon completion of such delivery of the Diligence Files (but in no event later than sixty (60) days
after the Closing Date), the applicable Mortgage Loan Seller shall provide the Depositor a certificate (with a copy (which may be sent
by e-mail) to each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Directing
Certificateholder, the Asset Representations Reviewer and the Operating Advisor) certifying that the electronic copies of the documents
and information uploaded to the Designated Site constitute all documents and information required under the definition of “Diligence
File” and such Diligence Files are organized and categorized in accordance with the electronic file structure reasonably agreed
to by the Depositor and the applicable Mortgage Loan Seller (the “Diligence File Certification”).


(i)                                   Within two (2) Business Days of the Closing Date, the Depositor shall deliver each of the Initial Schedule AL File in EDGAR-Compatible
Format and Excel format, and any Initial Schedule AL Additional File in EDGAR-Compatible Format and Excel format and Annex A-1 to the
Prospectus in EDGAR-Compatible Format and Excel format to the Master Servicer via email to NoticeAdmin@midlandls.com.


(j)                                   Notwithstanding anything to the contrary contained in this Section 2.01 or in Section 2.02, in connection with each
Servicing Shift Whole Loan, (1) instruments of assignment to the Trustee may be in blank and need not be recorded pursuant to this
Agreement (other than the endorsements to the note(s) evidencing the related Servicing Shift Mortgage Loan) until the earliest of (i) the
Servicing Shift Date, in which case such instruments shall be assigned and recorded in accordance with the related Non-Serviced PSA,
(ii) the Servicing Shift Whole Loan becoming a Specially Serviced Loan prior to the Servicing Shift Date and (iii) 180 days after
the Closing Date, in which case assignments and recordations shall be effected in accordance with this Section 2.01 until the occurrence,
if any, of the Servicing Shift Date, (2) no letter of credit need be amended (including, without limitation, to change the beneficiary
thereon) until the earliest of (i) the Servicing Shift Date, in which case such amendment shall be in accordance with




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the related Non-Serviced PSA, (ii) the
Servicing Shift Whole Loan becoming a Specially Serviced Loan prior to the Servicing Shift Date in which case such amendment shall be
effected in accordance with the terms of this Section 2.01 and (iii) the earlier of (A) 180 days after the Closing
Date and (B) any such time as any such letter of credit is required to be drawn upon by the Master Servicer in which case such amendment
shall be effected in accordance with the terms of this Section 2.01, and (3) on and following the Servicing Shift Date, the
Person selling the related Servicing Shift Control Note to the related Non-Serviced Depositor, at its own expense, shall be (a) entitled
to direct in writing, which may be conclusively relied upon by the Custodian, the Custodian to deliver the originals of all the Mortgage
Loan documents relating to the Servicing Shift Whole Loan in its possession (other than the original note(s) evidencing the Servicing
Shift Mortgage Loan) to the related Non-Serviced Trustee or the related Non-Serviced Custodian, (b) if the right under clause (a)
is exercised, required to cause the retention by or delivery to the Custodian of photocopies of Mortgage Loan documents related to the
Servicing Shift Whole Loan so delivered to such Non-Serviced Trustee or such Non-Serviced Custodian, (c) entitled to cause
the completion (or, in the event of a recordation as contemplated by clause (1)(ii) of this paragraph, the preparation, execution
and delivery) and recordation of instruments of assignment in the name of the related Non-Serviced Trustee or related Non-Serviced
Custodian, (d) if the right under clause (c) is exercised, required to deliver to the Trustee or Custodian photocopies
of any instruments of assignment so completed and recorded, and (e) entitled to require the Master Servicer to transfer, and to cooperate
with all reasonable requests in connection with the transfer of, the Servicing File, and any Escrow Payments, reserve funds and items
specified in clauses (x) and (xii) of the definition of “Mortgage File” for the Servicing Shift Whole
Loan to the related Non-Serviced Master Servicer.


(k)                                Notwithstanding anything to the contrary contained herein, with respect to a Joint Mortgage Loan, the obligations of each of the
applicable Mortgage Loan Sellers to deliver a Mortgage Note (and any related allonge or assignment) to the Custodian shall be limited
to delivery of only the Mortgage Note (and any related allonge or assignment) held by such party to the Custodian. With respect to a Joint
Mortgage Loan, the obligations of the applicable Mortgage Loan Sellers to deliver the remaining portion of the related Mortgage File or
any document required to be delivered with respect thereto shall be joint and several, provided that either of the applicable Mortgage
Loan Sellers may deliver one Mortgage File or one of any other document required to be delivered with respect to such Mortgage Loan hereunder
and such delivery shall satisfy such delivery requirements for each of the applicable Mortgage Loan Sellers.


(l)                                   Notwithstanding anything else in this Agreement, the parties acknowledge that the trust established under this Agreement is intended
to be treated as a bare trust for Canadian federal income tax purposes. Accordingly, the parties to this Agreement agree not to make any
Canadian tax filing or take any Canadian tax position that is inconsistent with the treatment of the trust as a bare trust. For the avoidance
of doubt, none of the Trustee, the Certificate Administrator or any other party to this Agreement is responsible for any Canadian tax
administration, or has any liability for any Canadian tax consequences.


Section 2.02                            Acceptance
by Trustee. (a) The Trustee, by the execution and delivery of this Agreement
(1) acknowledges receipt by it or the Custodian on its behalf, subject to the provisions of Section 2.01, in good faith
and without notice of any adverse claim, of the applicable documents specified in clause (i) of the definition of “Mortgage
File” with respect to




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each Mortgage Loan and of all other assets
included in the Trust Fund and (2) declares (a) that it or the Custodian on its behalf holds and will hold such documents and
the other documents delivered or caused to be delivered by the Mortgage Loan Sellers that constitute the Mortgage Files in the name of
the Trust for the benefit of all present and future Certificateholders and Serviced Companion Noteholders, as applicable, and (b) that
it holds and will hold such other assets included in the Trust Fund, in trust for the exclusive use and benefit of all present and future
Certificateholders (and for the benefit of the Trustee as holder of the Lower-Tier Regular Interests), as applicable. If any Mortgage
Loan Seller is unable to deliver or cause the delivery of any original Mortgage Note, such Mortgage Loan Seller may deliver a copy of
such Mortgage Note, together with a signed lost note affidavit and appropriate indemnity and shall thereby be deemed to have satisfied
the document delivery requirements of Section 2.01 and of this Section 2.02.


(b)                               Within sixty (60) days
after the Closing Date (or with respect to a Qualified Substitute Mortgage Loan within sixty (60) days after the Due Date in the
month of substitution), the Custodian, shall review the Mortgage Loan documents delivered or caused to be delivered by the Mortgage Loan
Sellers constituting the Mortgage Files; and, promptly following such review (but in no event later than sixty (60) days after
the Closing Date), the Custodian shall, in the form attached as Exhibit Q, certify in writing to the Depositor, the Master Servicer,
the Special Servicer, the Directing Certificateholder (so long as no Consultation Termination Event shall have occurred and be continuing
and only with respect to Mortgage Loans other than any Excluded Loan), the Trustee, the Certificate Administrator, the Asset Representations
Reviewer, the Operating Advisor and the applicable Mortgage Loan Seller (as to each Mortgage Loan listed in the Mortgage Loan Schedule
(other than any Mortgage Loan paid in full)) that, except as specifically identified in any exception report annexed to such writing
(the “Custodial Exception Report”), (i) subject to the first proviso of the definition of “Mortgage File”
herein and Section 2.01, all documents specified in clauses (i) through (v), (viii), (ix),
(xi), (xii) and (xiii), if any, of the definition of “Mortgage File”, as applicable, are in its possession,
(ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian
and appear regular on their face and appear to be executed and to relate to such Mortgage Loan, and (iii) based on such examination
and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in
clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct. With
respect to each Mortgage Loan listed on the Custodial Exception Report, the Custodian shall specifically identify such Mortgage Loan
together with the nature of such exception (in the form reasonably acceptable to the Custodian and the related Mortgage Loan Seller and
separating items required to be in the Mortgage File but never delivered from items which were delivered by the related Mortgage Loan
Seller but are out for filing or recording and have not been returned by the filing office or the recorder’s office).


(c)                                The Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first anniversary
of the Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Directing Certificateholder and the applicable Mortgage
Loan Seller (as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any related Mortgage Loan as to which a Liquidation
Event has occurred) or any related Mortgage Loan specifically identified in any exception report annexed to such writing) that, (i) subject
to the first proviso of the definition of “Mortgage File” herein and Section 2.01, all documents specified in clauses (i)
through (v), (viii), (ix), (xi), (xii) and (xiii), if




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any, of the definition of “Mortgage File”,
as applicable, are in its possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers
have been reviewed by the Custodian and appear regular on their face and appear to be executed and relate to such Mortgage Loan, if applicable,
and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule
with respect to the items specified in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage
Loan Schedule” is correct.


(d)                               Notwithstanding anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in the case of a Material
Defect in any of the documents specified in clauses (ii) through (v), (vii), (viii) and (ix) in
the definition of “Mortgage File”, which Material Defect results solely from a delay in the return of the related documents
from the applicable filing or recording office and gives rise to a repurchase or substitution obligation on the part of the related Mortgage
Loan Seller with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement, the Directing Certificateholder,
in its sole judgment, may (other than with respect to any Excluded Loan and, with respect to any other Mortgage Loan, only prior to the
occurrence and continuance of a Control Termination Event), and the Special Servicer may, in accordance with the Servicing Standard, after
the occurrence and during the continuance of a Control Termination Event, permit the related Mortgage Loan Seller in lieu of repurchasing
or substituting for the related Mortgage Loan, to deposit with the Master Servicer an amount, to be held in trust in a segregated Eligible
Account (which may be a sub-account of the Collection Account), equal to 25% of the Stated Principal Balance of the related Mortgage
Loan (in the alternative, the related Mortgage Loan Seller may deliver to the Master Servicer a letter of credit in such amount, with
a copy to the Custodian). Such funds or letter of credit, as applicable, shall be held by the Master Servicer (i) until the date
on which the Custodian determines and notifies the Master Servicer that such Material Defect has been cured or the related Mortgage Loan
is no longer part of the Trust Fund, at which time the Master Servicer shall return such funds (or letter of credit) to the related Mortgage
Loan Seller, or (ii) until the same are applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable) as set
forth below in this Section 2.02(d) in the event of a repurchase or substitution by the related Mortgage Loan Seller. Notwithstanding
the two immediately preceding sentences, if the Master Servicer or the Special Servicer certifies to the Trustee, the Certificate Administrator
and the Custodian that it has determined in the exercise of its reasonable judgment that the document with respect to which such Material
Defect exists is required in connection with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage
Loan, defending any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan, establishing the validity
or priority of any lien on collateral securing the related Mortgage Loan or for any immediate significant servicing obligation, the related
Mortgage Loan Seller or Additional Repurchase Obligor shall be required to repurchase or substitute for the related Mortgage Loan in accordance
with, and to the extent required by, the terms and conditions of Section 2.03(b) and Section 5 or Section 19, as applicable,
of the related Mortgage Loan Purchase Agreement; provided, however, that such Mortgage Loan Seller shall not be required
to repurchase the Mortgage Loan for a period of ninety (90) days after receipt of a notice to repurchase (together with any applicable
extension period) if it is attempting to recover the document from the applicable filing or recording office and provides an officer’s
certificate setting forth what actions such Mortgage Loan Seller is pursuing in connection with such recovery. In the event of a repurchase
or substitution, upon the date of such repurchase or substitution, and in the event that the related Mortgage Loan Seller has delivered
a letter of credit to the Master Servicer in accordance with this Section 2.02(d), the Master Servicer shall, to the extent necessary,




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draw on the letter of credit and deposit the
proceeds of such draw, into the Collection Account to be applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable,
in which event, the amount of such funds or proceeds that exceed the Substitution Shortfall Amount shall be returned to the related Mortgage
Loan Seller) in accordance with Section 2.03(b). All such funds deposited in the Collection Account shall be invested in Permitted
Investments, at the direction and for the benefit of the related Mortgage Loan Seller. Such funds shall be treated as an “outside
reserve fund” under the REMIC Provisions, which, together with any reimbursement from the Lower-Tier REMIC, is beneficially
owned by the related Mortgage Loan Seller for federal income tax purposes, which Mortgage Loan Seller shall remain liable for any taxes
payable on income or gain with respect thereto.


(e)                                It is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether
any of the documents specified in clauses (vi), (vii) and (xii) through (xviii) of the definition
of “Mortgage File” exist or are required to be delivered by the Depositor, the Mortgage Loan Sellers or any other Person (unless
identified on the Mortgage Loan Checklist) or (ii) to inspect, review or examine any of the documents, instruments, certificates
or other papers relating to the Mortgage Loans delivered to it to determine that the same are genuine, enforceable, duly authorized, sufficient
to perfect and maintain the perfection of a security interest or appropriate for the represented purpose or that they are other than what
they purport to be on their face and, with respect to the documents specified in clause (viii) of the definition of the “Mortgage
File”, whether the insurance is effective as of the date of the recordation, whether all endorsements or riders issued are included
in the file or if the policy has not been issued whether any acceptable replacement document has been dated the date of the related Mortgage
Loan funding. Further, with respect to the UCC Financing Statements referenced in the Mortgage File, absent actual knowledge to the contrary
or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may
assume, for the purposes of the filings and the certification to be delivered in accordance with this Section 2.02 that the related
Mortgage File should include one state level UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage
Loan that has two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the same UCC
Financing Statement filing), or if the Custodian has received notice that a particular UCC Financing Statement was filed as a fixture
filing, that the related Mortgage File should include only a local UCC Financing Statement filing for each Mortgaged Property (or with
respect to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as
debtors in the same UCC Financing Statement filing). The assignments of the UCC Financing Statements to be assigned to the Trust will
be delivered on the national forms (or on such other form as may be acceptable for filing or recording in the applicable jurisdiction)
and in a format suitable for filing or recording, as applicable, and will be filed or recorded in the jurisdiction(s) where such UCC Financing
Statements were originally filed or recorded, as indicated in the documents provided, and in accordance with then-current laws.


(f)                                  If, in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents constituting
a part of a Mortgage File (1) not to have been properly executed, (2) subject to the timing requirements of Sections 2.01(b)
and 2.01(c), not to have been delivered, (3) to contain information that does not conform in any material respect with the
corresponding information set forth in the Mortgage Loan Schedule or




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(4) to be defective on its face (each,
a “Defect” in the related Mortgage File), the Custodian shall promptly so notify the Depositor, the Trustee, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Directing Certificateholder, the applicable Mortgage Loan Seller (and
in no event later than ninety (90) days after the Closing Date and every calendar quarter thereafter until all Defects are corrected)
by providing a Custodial Exception Report setting forth for each affected Mortgage Loan, with particularity, the nature of such Defect
(in a form reasonably acceptable to the Custodian and such Mortgage Loan Seller and separating items required to be in the Mortgage File
but never delivered from items which were delivered by such Mortgage Loan Seller but are out for recording or filing and have not been
returned by the recorder’s office or filing office).


Pursuant to the related Mortgage
Loan Purchase Agreement, each of the Mortgage Loan Sellers will be required to effect (at the expense of the applicable Mortgage Loan
Seller) the assignment and recordation of its respective Mortgage Loan documents until the assignment and recordation of all such Mortgage
Loan documents has been completed.


(g)                               If the Master Servicer
or the Special Servicer (i) receives a Repurchase Request or any other request or demand from any Person for a Mortgage Loan Seller
to repurchase or replace a Mortgage Loan because of an alleged Defect or Breach (together with a Repurchase Request, a “15Ga-1
Repurchase Request”) (the Master Servicer or the Special Servicer, as applicable, to the extent it receives such 15Ga-1
Repurchase Request, the “Repurchase Request Recipient” with respect to such 15Ga-1 Repurchase Request); or (ii) receives
any withdrawal of a 15Ga-1 Repurchase Request by the Person making such 15Ga-1 Repurchase Request or any rejection of a 15Ga-1
Repurchase Request (or such 15Ga-1 Repurchase Request is forwarded to the Master Servicer or the Special Servicer by another party
hereto), then the Repurchase Request Recipient shall deliver notice (which may be by electronic format so long as a “backup”
hard copy of such notice is also delivered on or prior to the next Business Day) of such 15Ga-1 Repurchase Request or withdrawal
or rejection of a 15Ga-1 Repurchase Request (each, a “15Ga-1 Notice”) to the applicable Mortgage Loan Seller
(other than in the case of a rejection by such Mortgage Loan Seller) and the Depositor, in each case within ten (10) Business
Days from such Repurchase Request Recipient’s receipt thereof.


Each 15Ga-1 Notice shall
include (i) the identity of the related Mortgage Loan, (ii) the date the 15Ga-1 Repurchase Request is received by the Repurchase
Request Recipient or the date any withdrawal of the 15Ga-1 Repurchase Request is received by the Repurchase Request Recipient, as
applicable, (iii) if known, the basis for the 15Ga-1 Repurchase Request (as asserted in the 15Ga-1 Repurchase Request), (iv) the
identity of the Person making such 15Ga-1 Repurchase Request, and (v) a statement from the Repurchase Request Recipient as to
whether it currently plans to pursue such 15Ga-1 Repurchase Request.


A Repurchase Request Recipient
shall not be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege or attorney work
product doctrines. The Mortgage Loan Purchase Agreements will provide that (i) any 15Ga-1 Notice provided pursuant to this Section
2.02(g) is so provided only to assist the Mortgage Loan Sellers and Depositor or their respective Affiliates to comply with Rule 15Ga-1
under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii) (A) no
action taken by, or inaction of, a Repurchase Request Recipient and (B) no information




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provided pursuant to this Section 2.02(g)
by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Repurchase
Request Recipient may have with respect to the related Mortgage Loan Purchase Agreement, including with respect to any 15Ga-1 Repurchase
Request that is the subject of a 15Ga-1 Notice.


In the event that the Depositor,
the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or the Custodian receives a 15Ga-1 Repurchase Request, such party shall promptly forward or otherwise provide written notice
of such 15Ga-1 Repurchase Request to the Master Servicer, if relating to a Non-Specially Serviced Loan, or to the Special Servicer,
if relating to a Specially Serviced Loan or REO Property, and include the following statement in the related correspondence: “This
is a ‘15Ga-1 Repurchase Request’ under Section 2.02 of the Pooling and Servicing Agreement relating to the BBCMS
Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18 requiring action by you as the ‘Repurchase
Request Recipient’ thereunder.” Upon receipt of such 15Ga-1 Repurchase Request by the Master Servicer or the Special Servicer,
as applicable, such party shall be deemed to be the Repurchase Request Recipient in respect of such 15Ga-1 Repurchase Request, and
such party shall comply with the procedures set forth in this Section 2.02(g) with respect to such 15Ga-1 Repurchase Request.
In no event shall the Custodian, by virtue of this provision, be required to provide any notice other than as set forth in Section
2.02 of this Agreement in connection with its review of the Mortgage File.


If the Depositor, the Trustee,
the Master Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives
notice or has knowledge of a withdrawal or a rejection of a 15Ga-1 Repurchase Request of which notice has been previously received
or given, and such notice was not received from or copied to the Master Servicer or the Special Servicer, then such party shall give notice
of such withdrawal or rejection to the Master Servicer or the Special Servicer, as applicable. Any such notice received by the Trustee,
the Certificate Administrator, the Certificate Registrar, Operating Advisor, Asset Representations Reviewer or the Custodian shall also
be provided to the Depositor and, in the case of a withdrawal notice, to the applicable Mortgage Loan Seller.


In the event that a Mortgage
Loan is repurchased or replaced pursuant to Section 2.03 of this Agreement, the Enforcing Servicer shall promptly notify the Depositor
of such repurchase or replacement.


Section 2.03                          Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage
Loans for Defects in Mortgage Files and Breaches of Representations and Warranties. (a) The
Depositor hereby represents and warrants that:


(i)                                   The Depositor is a limited liability company duly organized, validly existing and in good standing under the laws of the State
of Delaware, and the Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement
by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby, including,
but




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not limited to, the power and authority
to sell, assign and transfer the Mortgage Loans in accordance with this Agreement;


(ii)                                Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of
the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor
in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or
other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law);


(iii)                             The execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not conflict
with any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach of or constitute
a default under any of the terms, conditions or provisions of the certificate of formation or operating agreement of the Depositor or
any indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any order or decree applicable to
the Depositor, or result in the creation or imposition of any lien on any of the Depositor’s assets or property, which would materially
and adversely affect the ability of the Depositor to carry out the transactions contemplated by this Agreement; the Depositor has obtained
any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery and performance
by the Depositor of this Agreement;


(iv)                            There is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor in any
court or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity of the
Mortgage Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement; and


(v)                               The Depositor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans to the Trust, and the
Mortgage Loans have been validly transferred to the Trust.


(b)                               After receipt of a Repurchase Request, the Enforcing Servicer shall request in writing that the applicable Mortgage Loan Seller,
not later than ninety (90) days after (i) except in the case of the succeeding clause (ii), the applicable Mortgage
Loan Seller’s receipt of such notice of such Repurchase Request or, if earlier, such Mortgage Loan Seller’s discovery of such
Material Defect or (ii) in the case of a Material Defect relating to a Mortgage Loan not being a Qualified Mortgage, the earlier
of (x) discovery by the related Mortgage Loan Seller or any party to this Agreement of such Material Defect and (y) receipt
of notice of the Material Defect from any party to this Agreement (such ninety (90) day period, the “Initial Cure Period”),
(A) cure such Material Defect in all material respects, at such Mortgage Loan Seller’s own expense, including reimbursement
of any related reasonable additional expenses of the Trust reasonably incurred by any party to this Agreement, (B) repurchase the
affected Mortgage Loan or REO Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest
thereof) (excluding any related Serviced Companion Loan, if applicable), at the applicable Purchase Price




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and in conformity with the applicable Mortgage
Loan Purchase Agreement and this Agreement or (C) substitute a Qualified Substitute Mortgage Loan (other than with respect to the
Whole Loans, for which no substitution will be permitted) for such affected Mortgage Loan or REO Loan (or, in the case of a Joint Mortgage
Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) (excluding any related Serviced Companion Loan, if applicable)
(provided that in no event shall any such substitution occur on or after the second anniversary of the Closing Date) and pay the
Master Servicer for deposit into the Collection Account, any Substitution Shortfall Amount in connection therewith and in conformity with
the applicable Mortgage Loan Purchase Agreement and this Agreement; provided, however, that except with respect to a Material
Defect resulting solely from the failure by the Mortgage Loan Seller to deliver to the Trustee or Custodian the actual policy of lender’s
title insurance required pursuant to clause (viii) of the definition of Mortgage File by a date not later than eighteen (18) months
following the Closing Date, if such Material Defect is capable of being cured but is not cured within the Initial Cure Period, and the
applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Defect within the Initial Cure
Period, the applicable Mortgage Loan Seller shall have an additional ninety (90) days commencing immediately upon the expiration
of the Initial Cure Period (such additional ninety (90) day period, the “Extended Cure Period”) to complete such
cure (or, failing such cure, to repurchase the related Mortgage Loan or REO Loan (or, in the case of a Joint Mortgage Loan, the applicable
Mortgage Loan Seller Percentage Interest thereof) (excluding any related Serviced Companion Loan, if applicable) or substitute a Qualified
Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will be permitted)) and provided,
further, that with respect to such Extended Cure Period the applicable Mortgage Loan Seller shall have delivered an officer’s
certificate to the Trustee, the Certificate Administrator (who shall promptly deliver a copy of such officer’s certificate to the
17g-5 Information Provider), the Master Servicer, the Special Servicer, the Operating Advisor and (with respect to any Mortgage Loan
other than an Excluded Loan, prior to the occurrence and continuance of a Consultation Termination Event) the Directing Certificateholder,
setting forth the reason such Material Defect is not capable of being cured within the Initial Cure Period and what actions the applicable
Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that the applicable Mortgage Loan Seller anticipates
that such Material Defect will be cured within the Extended Cure Period; and provided, further, that, if any such Material
Defect is not cured after the Initial Cure Period and any such Extended Cure Period solely due to the failure of the related Mortgage
Loan Seller to have received the recorded document, then such Mortgage Loan Seller shall be entitled to continue to defer its cure, repurchase
and/or substitution obligations in respect of such Material Defect until eighteen (18) months after the Closing Date for so long
as such Mortgage Loan Seller certifies to the Trustee, the Master Servicer, the Special Servicer, the Directing Certificateholder (in
the case of the Directing Certificateholder, prior to the occurrence and continuance of a Consultation Termination Event) and the Certificate
Administrator no less than every ninety (90) days, beginning at the end of such Extended Cure Period, that such Material Defect is
still in effect solely because of the failure of the applicable recording office to have recorded as filed or returned evidence of filing
the document (or made such evidence available online) and that such Mortgage Loan Seller is diligently pursuing the cure of such Material
Defect (specifying the actions being taken). Notwithstanding the foregoing, any Defect or Breach which causes any Mortgage Loan not to
be a Qualified Mortgage shall be deemed to materially and adversely affect the interests of Certificateholders therein, and (subject to
the applicable Mortgage Loan Seller’s right to cure such Defect or Breach during the Initial Cure Period) such Mortgage Loan shall
be




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repurchased or substituted for without regard
to the Extended Cure Period described in the preceding sentence. If the affected Mortgage Loan is to be repurchased, the funds in the
amount of the Purchase Price remitted by the applicable Mortgage Loan Seller (or, in the case of a Joint Mortgage Loan, the applicable
Mortgage Loan Seller Percentage Interest thereof) are to be remitted by wire transfer to the Master Servicer for deposit into the Collection
Account. In the event the Special Servicer is required to enforce the Repurchase Request related to a Non-Specially Serviced Loan under
this Section 2.03(b), within five (5) Business Days of request by the Special Servicer, the Master Servicer shall deliver to the
Special Servicer a copy of the Servicing File with respect to any such Non-Specially Serviced Loan.


If a Mortgage Loan Seller,
in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan, makes a cash payment pursuant
to an agreement or a settlement between the applicable Mortgage Loan Seller and the Special Servicer, on behalf of the Trust (and, with
respect to any Mortgage Loan other than an Excluded Loan or a Servicing Shift Mortgage Loan, in either case, with the consent of the Directing
Certificateholder if no Control Termination Event has occurred and is continuing) (each such payment, a “Loss of Value Payment”)
with respect to such Mortgage Loan, the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to
be applied in accordance with Section 3.05(f) of this Agreement. In connection with any Loss of Value Payment with respect to any
Non-Specially Serviced Loan, the Master Servicer shall promptly provide the Special Servicer, but in any event within the time frames
and in the manner provided in Section 3.19 (as if such Mortgage Loan were subject to a Servicing Transfer Event), with the Servicing
File and all information, documents and records relating to such Non-Specially Serviced Loan and any related Serviced Companion Loan,
either in the Master Servicer’s possession or otherwise reasonably available to the Master Servicer, and reasonably required by
the Special Servicer to permit the Special Servicer to calculate the Loss of Value Payment, to the extent set forth in Section 3.19
(as if such Mortgage Loan were subject to a Servicing Transfer Event). The Loss of Value Payment shall include the portion of any Liquidation
Fees payable to the Special Servicer in respect of such Loss of Value Payment and the portion of fees of the Asset Representations Reviewer
attributable to the Asset Review of such Mortgage Loan and not previously paid by the Mortgage Loan Seller. If such Loss of Value Payment
is made, the Loss of Value Payment shall serve as the sole remedy available to the Certificateholders and the Trustee on their behalf
regarding any such Material Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise cure such Material Defect or repurchase
or substitute for the affected Mortgage Loan based on such Material Defect under any circumstances. This paragraph is intended to apply
only to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the Special Servicer on behalf of the Trust,
provided that (i) prior to any such agreement or settlement nothing in this paragraph shall preclude the Mortgage Loan Seller
or the Special Servicer from exercising any of its rights related to a Material Defect in the manner and timing set forth in the related
Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute
for such Mortgage Loan), (ii) such Loss of Value Payment shall not be greater than the Purchase Price of the affected Mortgage Loan;
and (iii) a Material Defect as a result of a Mortgage Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value
Payment.


With respect to any Non-Serviced
Whole Loan, any “Defect” (or analogous term) under the related Non-Serviced PSA shall constitute a Material Defect under
each Mortgage Loan




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Purchase Agreement to the extent the applicable
Mortgage Loan Seller repurchases the Non-Serviced Companion Loan from the trust created pursuant to such Non-Serviced PSA; provided,
however, that the foregoing shall not apply to any Defect related solely to the promissory note for any related Non-Serviced
Companion Loan.


If any Breach that constitutes
a Material Defect pertains to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage Loan document
requires the related Mortgagor to bear the costs and expenses associated with any particular action or matter under such Mortgage Loan
document(s), then the related Mortgage Loan Seller shall cure such Breach within the applicable cure period (as the same may be extended)
by reimbursing the Trust (by wire transfer of immediately available funds) for (i) the reasonable amount of any such costs and expenses
incurred by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Trust that are incurred as a
result of such Breach and have not been reimbursed by the related Mortgagor and (ii) the amount of any fees payable by the Mortgage Loan
Seller to the Asset Representations Reviewer to the extent not previously paid by the Mortgage Loan Seller to the Asset Representations
Reviewer attributable to the Asset Review of such Mortgage Loan; provided however, that if the Breach relates to a Joint Mortgage
Loan, each Mortgage Loan Seller shall be responsible for its Mortgage Loan Seller Percentage Interest of all such costs and expenses unless
such Breach relates solely to the Mortgage Note contributed by such Mortgage Loan Seller; provided, further, however,
that in the event any such costs and expenses exceed $10,000, the related Mortgage Loan Seller shall have the option to either repurchase
or substitute for the related Mortgage Loan as provided above or pay such costs and expenses. Except as provided in the proviso to the
immediately preceding sentence, the related Mortgage Loan Seller shall remit the amount of such costs and expenses and upon its making
such remittance, the related Mortgage Loan Seller shall be deemed to have cured such Breach in all respects. To the extent that any fees
or expenses that are the subject of a cure by the related Mortgage Loan Seller are subsequently obtained from the related Mortgagor, the
portion of the cure payment made by the related Mortgage Loan Seller equal to such fees or expenses obtained from the related Mortgagor
shall promptly be returned to the related Mortgage Loan Seller. Periodic Payments due with respect to each Qualified Substitute Mortgage
Loan (if any) after the related Due Date in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being
repurchased or replaced after the related Cut-off Date and received by the Master Servicer or the Special Servicer on behalf of the
Trust on or prior to the related date of repurchase or substitution, shall be part of the Trust Fund. Periodic Payments due with respect
to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Periodic Payments
due with respect to each Mortgage Loan being repurchased or replaced and received by the Master Servicer or the Special Servicer on behalf
of the Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by the Master
Servicer (or by the Special Servicer to the Master Servicer who shall remit such funds) to the applicable Mortgage Loan Seller effecting
the related repurchase or substitution promptly following receipt. Notwithstanding anything contained in this Agreement or the related
Mortgage Loan Purchase Agreement, a delay in either the discovery of a Material Defect or in providing notice of such Material Defect
shall not relieve the applicable Mortgage Loan Seller of its obligation to cure, repurchase or substitute for (or make a Loss of Value
Payment with respect to) the related Mortgage Loan if it is otherwise required to do so under the related Mortgage Loan Purchase Agreement
and/or this Article II unless (i) the related Mortgage Loan Seller did not otherwise discover or have knowledge of such
Material Defect, (ii) such delay is a result of the




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failure by a party to the applicable Mortgage
Loan Purchase Agreement, or this Agreement, to provide prompt notice as required by the terms of the applicable Mortgage Loan Purchase
Agreement, or this Agreement, after such party has actual knowledge of such Material Defect (knowledge shall not be deemed to exist by
reason of the Custodial Exception Report), (iii) such Material Defect does not relate to the applicable Mortgage Loan not being a
Qualified Mortgage, and (iv) such delay or failure to provide notice (as required by the terms of the applicable Mortgage Loan Purchase
Agreement or this Agreement) prevented the Mortgage Loan Seller from curing such Material Defect and such Material Defect was otherwise
curable. Notwithstanding the foregoing, if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole or in part, a hotel,
restaurant (operated by a Mortgagor), healthcare facility, nursing home, assisted living facility, self-storage facility, theater
or fitness center (operated by a Mortgagor), then the failure to deliver copies of the UCC Financing Statements with respect to such Mortgage
Loan shall not be a Material Defect.


The parties acknowledge that
certain Mortgage Loan Purchase Agreements may provide for an Additional Repurchase Obligor that is required to perform the obligations
of the related Mortgage Loan Seller described in this Section 2.03(b) or a guarantor of such obligations, in each case, to the
extent set forth in the applicable Mortgage Loan Purchase Agreement.


Pursuant to each Mortgage
Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties with respect to a Mortgage Loan,
the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan (or, in the case of a Joint Mortgage Loan, the
applicable Mortgage Loan Seller Percentage Interest thereof) if (i) the affected Mortgaged Property may be released pursuant to the
terms of any partial release provisions in the related Mortgage Loan documents (and such Mortgaged Property is, in fact, released), (ii) the
remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan documents and the related Mortgage
Loan Seller provides an Opinion of Counsel to the effect that such release in lieu of repurchase would not cause an Adverse REMIC Event
and (iii) each applicable Rating Agency has provided a Rating Agency Confirmation.


(c)                                Subject to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03, and further
subject to Section 2.01(b) and Section 2.01(c), any of the following shall cause a document in the Mortgage File to be deemed
to have a Material Defect: (i) the absence from the Mortgage File of the original signed Mortgage Note, unless the Mortgage File
contains a signed lost note affidavit and indemnity with a copy of the Mortgage Note that appears to be regular on its face; (ii) the
absence from the Mortgage File of the original signed Mortgage that appears to be regular on its face, unless there is included in the
Mortgage File either a copy of the Mortgage with evidence of recording thereon or a copy of the Mortgage and a certificate from the related
Mortgage Loan Seller stating that the original signed Mortgage was sent for recordation; (iii) the absence from the Mortgage File
of the item called for by clause (viii) of the definition of “Mortgage File”; (iv) the absence from the Mortgage
File of any intervening assignments required to create a complete chain of assignments to the Trustee on behalf of the Trust, unless there
is included in the Mortgage File either a copy of the assignment with evidence of recording thereon or a copy of the intervening assignment
and a certificate from the related Mortgage Loan Seller stating that the original intervening assignments were sent for filing or recordation,
as applicable; (v) the absence from the Mortgage File of any required letter of credit; or (vi) with respect to any related
leasehold Mortgage Loan, the absence from the related




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Mortgage File of a copy (or an original, if
available) of the related Ground Lease; provided, however, that no Defect (except the Defects previously described in sub-clauses (ii)
through (vi) of this Section 2.03(c)) shall be considered to materially and adversely affect the value of the related Mortgage
Loan, the value of the related Mortgaged Property or the interests of the Trustee or Certificateholders unless the document with respect
to which the Defect exists is required in connection with an imminent enforcement of the mortgagee’s rights or remedies under the
related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan, establishing
the validity or priority of any lien on any collateral securing the related Mortgage Loan or for any immediate significant servicing obligation;
provided, further, that no Defect relating to any Non-Serviced Mortgage Loan previously described in sub-clauses (ii)
through (vi) of this Section 2.03(c) shall be considered to materially and adversely affect the value of such Mortgage Loan,
the value of the related Mortgaged Property or the interests of the Trustee or Certificateholders unless the related Mortgage Loan Seller,
after receipt of notice of such Defect, is unable to produce a copy of the document with respect to which the Defect exists within a reasonable
period after receiving such notice or otherwise establish that the original or copy, as applicable, of such document has been delivered,
in compliance with the terms of the related Non-Serviced PSA, to the custodian under the related Non-Serviced PSA. Notwithstanding
the foregoing, the delivery of executed escrow instructions or a binding commitment to issue a lender’s title insurance policy,
as provided in clause (viii) of the definition of “Mortgage File” herein, in lieu of the delivery of the actual
policy of lender’s title insurance, shall not be considered a Material Defect with respect to any Mortgage File if such actual policy
is delivered to the Custodian not later than eighteen (18) months following the Closing Date. Notwithstanding the foregoing, to the
extent a Mortgage Loan Seller has otherwise complied with its document delivery requirements under this Agreement and the related Mortgage
Loan Purchase Agreement, in the event that the Custodian has acknowledged receipt pursuant to Section 2.02 above of a document
that is part of the Mortgage File or a Mortgage Loan Seller can otherwise prove delivery of the document, and the Custodian subsequently
loses a document, the fact that such document is lost may not be utilized as the basis for a claim of a Material Defect against a Mortgage
Loan Seller pursuant to Section 5(a) of the related Mortgage Loan Purchase Agreement and/or this Section 2.03 and the Custodian
shall be liable for any such loss to the extent provided for in Section 8.01.


(d)                               In connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan contemplated
by this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer shall
each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Trustee, the Certificate Administrator, the Custodian,
the Master Servicer and the Special Servicer of a trust receipt executed by the applicable Mortgage Loan Seller evidencing such repurchase
or substitution, all portions of the Mortgage File and other documents pertaining to such Mortgage Loan possessed by each of the Trustee,
the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer (other than attorney-client communications
that are privileged communications), and each document that constitutes a part of the Mortgage File that was endorsed or assigned to the
Trustee shall be endorsed or assigned, as the case may be, to the applicable Mortgage Loan Seller or Additional Repurchase Obligor in
the same manner as provided in Section 5 or Section 19, as applicable, of the related Mortgage Loan Purchase Agreement and,
if applicable, the definition of “Mortgage File” herein, so as to vest in such Mortgage Loan Seller or its designee the legal
and beneficial ownership of such repurchased or substituted Mortgage Loan




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(including property acquired in respect thereof
and proceeds of any insurance policy with respect thereto) and the related Mortgage Loan documents.


(e)                                Section 5 of each of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders (subject
to the limitations on the rights of the Certificateholders under this Agreement), or the Trustee on behalf of the Certificateholders,
the Master Servicer or the Special Servicer, with respect to any Material Defect; provided, however, that the foregoing
shall in no way limit the ability of the Master Servicer, the Special Servicer or the Trustee to take any action against BCHI or Société
Générale, in each case, to the extent provided for pursuant to the related Mortgage Loan Purchase Agreement, including,
without limitation, pursuant to Section 19 thereof.


(f)                                  The Enforcing Servicer shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular
Interests), enforce the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement. Such
enforcement, including, without limitation, the legal prosecution of claims, if any, shall be carried out in the best interest of the
Certificateholders in accordance with the Servicing Standard. Any costs incurred by the Enforcing Servicer with respect to the enforcement
of the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall, to the extent not
recovered from the applicable Mortgage Loan Seller or the Requesting Certificateholder, be deemed to be Servicing Advances to the extent
not otherwise provided for herein. The Special Servicer shall be reimbursed for the reasonable costs of such enforcement: first,
from a specific recovery, if any, of costs, expenses or attorneys’ fees against the applicable Mortgage Loan Seller; second,
pursuant to Section 3.05(a)(vii) herein out of the related Purchase Price, to the extent that such expenses are a specific component
thereof; and third, if at the conclusion of such enforcement action it is determined that the amounts described in clauses
first and second are insufficient, then pursuant to Section 3.05(a)(viii) herein out of general collections on the
Mortgage Loans on deposit in the Collection Account. Any costs, expenses or attorneys’ fees related to a repurchase of a Companion
Loan shall be paid pursuant to the related Intercreditor Agreement or pursuant to the documents related to an Other Securitization, if
applicable.


(g)                               If a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach that constitutes a Material Defect, which
also constitutes a default under the related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall have a right,
and shall be subrogated to the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount of such expenses from
the related Mortgagor; provided, however, that such Mortgage Loan Seller’s rights pursuant to this Section 2.03(g)
shall be junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator, the Trust, the Master Servicer and
the Special Servicer to recover amounts owed by the related Mortgagor under the terms of such Mortgage Loan including, without limitation,
the rights to recover unreimbursed Advances, accrued and unpaid interest on Advances at the Reimbursement Rate, fees owed to the Master
Servicer or the Special Servicer, and unpaid or unreimbursed expenses of the Trustee, the Certificate Administrator, the Trust, the Master
Servicer or the Special Servicer allocable to such Mortgage Loan. The Enforcing Servicer shall use reasonable efforts to recover such
expenses for such Mortgage Loan Seller to the extent consistent with the Servicing Standard, but taking into account the subordinate nature
of the reimbursement to the related Mortgage Loan Seller; provided, however, that the Enforcing Servicer determines in the
exercise of its sole discretion consistent




    	 	-139-	 



    


    

with the Servicing Standard that such actions
by it will not impair the Enforcing Servicer’s collection or recovery of principal, interest and other sums due with respect to
the related Mortgage Loan that would otherwise be payable to the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator
and the Certificateholders pursuant to the terms of this Agreement; provided, further, that the Special Servicer may waive
the collection of amounts due on behalf of such Mortgage Loan Seller in its sole discretion in accordance with the Servicing Standard.


(h)                               If (i) any Crossed
Underlying Loan is required to be repurchased or substituted for in the manner described in this Section 2.03 and (ii) the
applicable Material Defect does not constitute a Material Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage
Loan Group (without regard to this paragraph), then the applicable Material Defect shall be deemed to constitute a Material Defect as
to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group for purposes of this paragraph, and the related Mortgage
Loan Seller shall repurchase or substitute for such other Crossed Underlying Loan(s) in the related Crossed Mortgage Loan Group as provided
in Section 2.03(b) unless such other Crossed Underlying Loans satisfy the Crossed Underlying Loan Repurchase Criteria. In the
event that the remaining Crossed Underlying Loans in such Crossed Mortgage Loan Group satisfy the Crossed Underlying Loan Repurchase
Criteria, the applicable Mortgage Loan Seller may elect either to repurchase or substitute for only the affected Crossed Underlying Loan(s)
as to which the related Material Defect exists or to repurchase or substitute for all of the Crossed Underlying Loans in the related
Crossed Mortgage Loan Group. Any reserve or other cash collateral or letters of credit securing the Crossed Underlying Loans shall be
allocated among the related Crossed Underlying Loans in accordance with the related Mortgage Loan documents or otherwise on a pro
rata basis based upon their outstanding Stated Principal Balances. Except as provided in this Section 2.03(h) and Section
2.03(i), all other terms of the related Mortgage Loans shall remain in full force and effect without any modification thereof.


(i)                                   Notwithstanding the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying
Loans, the related Mortgage Loan Seller may repurchase only that Crossed Underlying Loan required to be repurchased pursuant to this Section
2.03, pursuant to the partial release provisions of the related Mortgage; provided, however, that (i) the remaining
related Crossed Underlying Loan(s) fully comply with the terms and conditions of the related Mortgage, this Agreement and the related
Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii) in connection with such partial
release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at such Mortgage Loan Seller’s expense) to the effect that
the contemplated action will not cause an Adverse REMIC Event and (iii) in connection with such partial release, the related Mortgage
Loan Seller delivers or causes to be delivered to the Custodian original modifications to the Mortgage prepared and executed in connection
with such partial release.


(j)                                   With respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase or
substitute for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) or Section 2.03(i) while the Trustee
continues to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable Mortgage Loan Seller and
the Enforcing Servicer, on behalf of the Trustee, as assignee of the Depositor, will, as set forth in the related Mortgage Loan Purchase
Agreement, forbear from enforcing any remedies against the other’s Primary Collateral but each will be




    	 	-140-	 



    


    

permitted to exercise remedies against the
Primary Collateral securing its respective related Mortgage Loans, including with respect to the Trustee, the Primary Collateral securing
the Mortgage Loans still held by the Trustee, so long as such exercise does not materially impair the ability of the other party to exercise
its remedies against its Primary Collateral. If the exercise of the remedies by one party would materially impair the ability of the other
party to exercise its remedies with respect to the Primary Collateral securing the Crossed Underlying Loans held by such party, then both
parties have agreed in the related Mortgage Loan Purchase Agreement to forbear from exercising such remedies until the Mortgage Loan documents
evidencing and securing the relevant Mortgage Loan can be modified in a manner that complies with the related Mortgage Loan Purchase Agreement
to remove the threat of material impairment as a result of the exercise of remedies.


(k)                                (i) In the event an Initial Requesting Certificateholder delivers a written request to a party to this Agreement that a Mortgage
Loan be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect to such Mortgage Loan
and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”), such party shall promptly
forward that Certificateholder Repurchase Request to the Enforcing Servicer and the Enforcing Servicer shall then promptly forward the
Certificateholder Repurchase Request to the related Mortgage Loan Seller and each other party to this Agreement. Subject to Section
2.03(l), the Enforcing Servicer shall be the Enforcing Party with respect to a Certificateholder Repurchase Request.


(ii)                                In the event that the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor (solely in its capacity as operating advisor) or the Directing Certificateholder (other than any Loan-Specific Directing Certificateholder
that is a Mortgage Loan Seller or an Affiliate thereof) identifies a Material Defect with respect to a Mortgage Loan (without implying
any duty of such person to make, or to attempt to make, such a discovery), that party shall deliver prompt written notice of such Material
Defect to each other party to this Agreement and the related Mortgage Loan Seller identifying the applicable Mortgage Loan and setting
forth the basis for such allegation (a “PSA Party Repurchase Request” and each of a Certificateholder Repurchase Request
or a PSA Party Repurchase Request, the “Repurchase Request”) and the Enforcing Servicer shall promptly send the PSA
Party Repurchase Request to the related Mortgage Loan Seller. The Enforcing Servicer shall act as the Enforcing Party and enforce the
rights of the Trust against the related Mortgage Loan Seller with respect to a PSA Party Repurchase Request.


(iii)                          In the event the Repurchase Request is not Resolved within 180 days after the applicable Mortgage Loan Seller receives the
Repurchase Request (a “Resolution Failure”), then the provisions described in Section 2.03(l) below shall apply.
Receipt of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the
related Mortgage Loan Seller. A Resolved Repurchase Request shall not preclude the Master Servicer or the Special Servicer from exercising
any of its 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.


(l)                                   (i) After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase
Request was initiated by an Initial Requesting




    	 	-141-	 



    


    

Certificateholder, a party to this Agreement
or the Directing Certificateholder), the Enforcing Servicer shall send a notice (a “Proposed Course of Action Notice”)
to the Initial Requesting Certificateholder, if any, at the address specified in the Initial Requesting Certificateholder’s Repurchase
Request, and to the Certificate Administrator (which shall be delivered via electronic mail to trustadministrationgroup@wellsfargo.com),
indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase Request (a “Proposed Course
of Action”). The Certificate Administrator will be required to make the Proposed Course of Action Notice available to all other
Certificateholders and Certificate Owners by posting such notice on the Certificate Administrator’s Website. The Proposed Course
of Action Notice shall include (a) a request to Certificateholders to indicate to the Enforcing Servicer their agreement with or
dissent from such Proposed Course of Action, by clearly marking “agree” or “disagree” to the Proposed Course of
Action on such notice within thirty (30) days after the date of such notice and a disclaimer that responses received after such 30-day
period will not be taken into consideration, (b) a statement that if any Certificateholder disagrees with the Proposed Course of
Action, the Enforcing Servicer shall be compelled to follow (either as the Enforcing Party or as the Enforcing Servicer in circumstances
where a Certificateholder is acting as the Enforcing Party) the course of action agreed to and/or proposed by the majority of the responding
Certificateholders that involves referring the matter to mediation or arbitration, as the case may be, in accordance with the procedures
set forth below relating to the delivery of Preliminary Dispute Resolution Election Notices and Final Dispute Resolution Election Notices
(c) a statement that the responding Certificateholders will be required to certify their holdings in connection with such response,
(d) a statement that only responses clearly marked “agree” or “disagree” with such Proposed Course of Action
will be taken into consideration and (e) instructions for the responding Certificateholders to send their responses to the Enforcing
Servicer and the Certificate Administrator. The Certificate Administrator shall, within fifteen (15) Business Days after the expiration
of the 30-day response period, tabulate the responses received from the Certificateholders and share the results with the Enforcing
Servicer. The Certificate Administrator shall only count responses timely received and clearly indicating agreement or dissent with the
related Proposed Course of Action and additional verbiage or qualifying language shall not be taken into consideration for purposes of
determining whether the related Certificateholder agrees or disagrees with the Proposed Course of Action. The Certificate Administrator
shall be under no obligation to answer any questions from the Certificateholders regarding such Proposed Course of Action. For the avoidance
of doubt, the Certificate Administrator’s obligations in connection with this Section 2.03(l) shall be limited solely to
tabulating the Certificateholders’ responses of “agree” or “disagree” to the Proposed Course of Action,
and such obligation shall not be construed to impose any enforcement obligation on the Certificate Administrator. The Enforcing Servicer
may conclusively rely (without investigation) on the Certificate Administrator’s tabulation of the responses of the responding Certificateholders.
If (a) the Enforcing Servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing
further action to exercise rights against the related Mortgage Loan Seller with respect to the Repurchase Request and the Initial Requesting
Certificateholder, if any, or any other Certificateholder or Certificate Owner wishes to exercise its right to refer the matter to mediation
(including nonbinding arbitration) or arbitration, or (b) the Enforcing Servicer’s intended course of action is to pursue further
action to exercise rights against the applicable Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting
Certificateholder, if any, or any other Certificateholder or Certificate Owner does not agree with the dispute resolution method selected
by the Enforcing Servicer, then the Initial




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Requesting Certificateholder, if any, or such
other Certificateholder or Certificate Owner may deliver to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution
Election Notice”) within 30 days from the date the Proposed Course of Action Notice is posted on the Certificate Administrator’s
Website (the “Dispute Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter
to either mediation (including non-binding arbitration) or arbitration. In the event (a) the Enforcing Servicer’s initial Proposed
Course of Action indicated a recommendation to undertake mediation (including non-binding arbitration) or arbitration, (b) any Certificateholder
or Certificate Owner entitled to do so delivers a Preliminary Dispute Resolution Election Notice, and (c) the Enforcing Servicer has also
received responses from other Certificateholders or Certificate Owners supporting the Enforcing Servicer’s initial Proposed Course
of Action indicating a recommendation to undertake mediation (including non-binding arbitration) or arbitration, such additional responses
from other Certificateholders or Certificate Owners will also be considered Preliminary Dispute Resolution Election Notices supporting
such Proposed Course of Action for purposes of determining the course of action approved by the majority of responding Certificateholders.


(ii)                                If neither the
Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner entitled to do so delivers a Preliminary
Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate Owner otherwise
entitled to do so shall have the right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer as the
Enforcing Party shall be the sole party entitled to determine a course of action, including, but not limited to, enforcing the Trust’s
rights against the related Mortgage Loan Seller, subject to any consent or consultation rights of the Directing Certificateholder pursuant
to Section 6.08.


(iii)                             Promptly and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice
from (a) the Initial Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner (each of
clauses (a) and (b), a “Requesting Certificateholder”), the Enforcing Servicer shall consult with
each Requesting Certificateholder regarding such Requesting Certificateholder’s intention to elect either mediation (including nonbinding
arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request (the “Dispute Resolution
Consultation”) so that such Requesting Certificateholder may consider the views of the Enforcing Servicer as to the claims underlying
the Repurchase Request and possible dispute resolution methods, such discussions to occur and be completed no later than ten (10) Business
Days following the Dispute Resolution Cut-off Date. The Enforcing Servicer shall be entitled to establish procedures the Enforcing
Servicer deems in good faith to be in accordance with the Servicing Standard relating to the timing and extent of such consultations.
No later than five (5) Business Days after completion of the Dispute Resolution Consultation, a Requesting Certificateholder may
provide a final notice to the Enforcing Servicer indicating its decision to exercise its right to refer the matter to either mediation
or arbitration (“Final Dispute Resolution Election Notice”).


(iv)                            If, following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election
Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party




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and will remain obligated under this
Agreement to determine a course of action including, but not limited to, enforcing the rights of the Trust with respect to the Repurchase
Request and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration.


(v)                               If a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such
Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding arbitration)
or arbitration. If there is more than one Requesting Certificateholder that timely deliver a Final Dispute Resolution Election Notice,
then such Requesting Certificateholders shall collectively become the Enforcing Party, and the holder or holders of a majority of the
Voting Rights among such Requesting Certificateholders shall be entitled to make all decisions relating to such mediation or arbitration
(including whether to refer the matter to mediation (including non-binding arbitration) or arbitration). If, however, no Requesting Certificateholder
commences arbitration or mediation pursuant to the terms of this Agreement within thirty (30) days after delivery of its Final Dispute
Resolution Election Notice to the Enforcing Servicer, then (i) the rights of a Requesting Certificateholder to act as the Enforcing
Party shall terminate and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter to mediation
or arbitration, (ii) if the Proposed Course of Action Notice indicated that the Enforcing Servicer shall take no further action with
respect to the Repurchase Request, then the related Material Defect shall be deemed waived for all purposes under this Agreement and the
related Mortgage Loan Purchase Agreement; provided, however, that such Material Defect shall not be deemed waived with respect
to a Requesting Certificateholder, any other Certificateholder or Certificate Owner or the Enforcing Servicer to the extent there is a
material change in the facts and circumstances known to such party at the time when the Proposed Course of Action Notice is posted on
the Certificate Administrator’s Website, and (iii) if the Proposed Course of Action Notice had indicated a course of action
other than the course of action under clause (ii), then the Enforcing Servicer shall again become the Enforcing Party and,
as such, shall be the sole party entitled to enforce the Trust’s rights against the related Mortgage Loan Seller.


(vi)                            Notwithstanding
the foregoing, the dispute resolution provisions described above under this Section 2.03(l) shall not apply, and the Enforcing
Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to the Repurchase Request,
or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders to commence litigation
with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.


(vii)                         In the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust, shall
remain a party to any proceedings against the related Mortgage Loan Seller as further described herein.


(viii)                      For the avoidance of doubt, none of the Depositor, the Mortgage Loan Seller with respect to the subject Mortgage Loan or any of
their respective affiliates (other than the Special Servicer or a Controlling Class Certificateholder) shall be entitled to be an Initial
Requesting Certificateholder or a Requesting Certificateholder or to act as a Certificateholder for purposes of delivering any Preliminary
Dispute Resolution Election




    	 	-144-	 



    


    

Notice or Final Dispute Resolution Election
Notice or otherwise to vote Certificates owned by it or such affiliate(s) with respect to a course of action proposed or undertaken pursuant
to the procedures described herein.


(ix)                             Subject to the other provisions of this Section 2.03(l), the Requesting Certificateholder is entitled to elect either mediation
or arbitration in its sole discretion; however, the Requesting Certificateholder shall not be entitled to then utilize the alternative
method in the event that the initial method is unsuccessful.


(m)                             If the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:


(i)                                   The mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage Loan
Seller within thirty (30) days of written notice of the Enforcing Party’s selection of mediation (such provider, the “Mediation
Services Provider”) in accordance with published mediation procedures (the “Mediation Rules”) promulgated
by the Mediation Services Provider.


(ii)                                The mediator shall be impartial, an attorney admitted to practice in the state of New York and have at least fifteen (15) years
of experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization
matters and who will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a list of
at least ten potential qualified mediators by the Mediation Services Provider each party will have the right to exercise two peremptory
challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference. The Mediation Services
Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent
possible.


(iii)                             Prior to accepting an appointment, the mediator must promptly disclose any circumstances likely to create a reasonable inference
of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


(iv)                            The parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within 10
Business Days of the selection of the mediator and to conclude the mediation within 60 days thereafter.


(v)                               The expenses of any mediation shall be allocated among the parties to the mediation including, if applicable, between the Enforcing
Party and the Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


(vi)                            Out of pocket costs and expenses of the Special Servicer for mediation or arbitration, to the extent not agreed to be paid by the
Enforcing Party or another party (in the case of mediation) or allocated to the Enforcing Party or another party (in the case of arbitration)
shall be reimbursable as a Servicing Advance.




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(n)                               If the Enforcing Party selects third-party arbitration, the following provisions will apply:


(i)                                   The arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage
Loan Seller within thirty (30) days of written notice of the Enforcing Party’s selection of arbitration (such provider, the “Arbitration
Services Provider”) in accordance with published arbitration procedures (the “Arbitration Rules”) promulgated
by the Arbitration Services Provider.


(ii)                                The arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of
experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization
matters and who will be appointed from a list of neutrals maintained by the Arbitration Services Provider. Upon being supplied a list
of at least ten potential arbitrators by the Arbitration Services Provider each party will have the right to exercise two peremptory challenges
within 14 days and to rank the remaining potential arbitrators in order of preference. The Arbitration Services Provider will select the
arbitrator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible.


(iii)                             Prior to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference
of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


(iv)                            After consulting with the parties at an organizational conference held not later than 10 Business Days after its appointment, the
arbitrator shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal
of expediting the proceeding and completing the arbitration within 120 days. The arbitrator shall have the authority to schedule,
hear, and determine any and all motions, including dispositive and discovery motions, in accordance with the Federal Rules of Civil Procedure
for non-jury matters (the “Rules”) (including summary judgment and other prehearing and post hearing motions),
and shall do so by reasoned decision on the motion of any party to the arbitration.


(v)                               Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to
the arbitration shall be presumptively limited to the following discovery in the arbitration: (A) the parties shall reasonably and
in good faith voluntarily produce to all other parties all documents upon which they intend to rely and all documents they reasonably
and in good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party witness depositions
(excluding Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the arbitrator shall have the
ability to grant the parties, or either of them, additional discovery to the extent that the arbitrator determines good cause is shown
that such additional discovery is reasonable and necessary.


(vi)                            The arbitrator shall make its final determination no later than 30 days after the conclusion of the hearings and submission
of any post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage Loan
Purchase Agreement and this Agreement, and may not modify or change those




    	 	-146-	 



    


    

agreements in any way or award remedies
not consistent with those agreements. The arbitrator shall not have the power to award punitive damages or consequential damages in any
arbitration conducted by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election
Notice at the Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration (including
the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable attorneys’
fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator
shall be by a reasoned decision in writing and counterpart copies shall be promptly delivered to the parties. The final determination
of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal
or state law, and may be enforced in any court of competent jurisdiction.


(vii)                         By selecting arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by jury.


(viii)                      No person may bring a putative or certified class action to arbitration.


(o)                               The following provisions shall apply to both mediation and third-party arbitration:


(i)                                   Any mediation or arbitration shall be held in New York, New York unless another location is agreed by all parties;


(ii)                                 If the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating
to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then any party
in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the final decision
of the arbitration panel, solely by application in the Southern District of New York if such court shall have subject matter jurisdiction,
or if the Southern District of New York has no jurisdiction, then the Supreme Court of the State of New York for the County of New York.
The arbitration proceedings shall not be stayed unless so ordered by the court.


(iii)                             The details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted
under this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course of
the parties’ attempt to informally resolve any Repurchase Request, shall be confidential, privileged and inadmissible for any purpose,
including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section
2.03). Such information shall be kept strictly confidential and shall not be disclosed or shared with any third party (other than
a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with any resolution
procedure under this Section 2.03), except as otherwise required by law, regulatory requirement or court order. If any party to
a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body)
for such confidential information, the recipient shall promptly notify the




    	 	-147-	 



    


    

other party to the resolution procedure
and shall provide the other party with a reasonable opportunity to object to the production of its confidential information.


(iv)                            In the event
a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may be, shall be required
to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to any arbitration or mediation
proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing Party; provided that the degree
and extent to which the Enforcing Servicer actively prepares for and participates in such proceeding shall be determined by such Enforcing
Servicer in consultation with the Directing Certificateholder (provided that a Consultation Termination Event has not occurred
and is not continuing) and in accordance with the Servicing Standard. All amounts recovered by the Enforcing Party shall be paid to the
Trust, or the Enforcing Servicer on its behalf, and deposited in the Collection Account. The agreement with the arbitrator or mediator,
as the case may be, shall provide that in the event a Requesting Certificateholder is allocated any related costs and expenses pursuant
to the terms of the arbitrator’s decision or the agreement reached in mediation, neither the Trust nor the Enforcing Servicer acting
on its behalf shall be responsible for any such costs and expenses allocated to the Requesting Certificateholder.


(v)                               In the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder is required to pay any expenses
allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the mediation
proceedings.


(vi)                            The Trust (or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or any Mortgage Loan Seller shall be
permitted to redact any personally identifiable customer information included in any information provided for purposes of any mediation
or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to the Repurchase Request
and the dispute resolution identified in connection with such procedures; provided, however, that (A) the Certificateholders
shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided in Section 5.06 and
(B) the Enforcing Servicer shall be permitted to include such information in any 15Ga-1 Notice as it is required pursuant to Section
2.02(g).


(vii)                         For the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase
Request to mediation or arbitration or participation in such mediation or arbitration affect in any manner the ability of the Enforcing
Servicer to perform its obligations with respect to a Mortgage Loan (including without limitation, a liquidation, foreclosure, negotiation
of a loan modification or workout, acceptance of a discounted pay-off or deed-in-lieu of foreclosure, or bankruptcy or other
litigation) or the exercise of any rights of a Directing Certificateholder.


(viii)                      In the event that the method of dispute resolution selected is unsuccessful, the Requesting Certificateholder may not elect to
then utilize the alternative method.




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(ix)                            Any out-of-pocket
expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration or related responsibilities under
this Agreement shall be reimbursable as Trust Fund expenses.


(p)                               Notwithstanding anything to the contrary herein, with respect to any Joint Mortgage Loan, the obligations of each of the applicable
Mortgage Loan Sellers to repurchase or substitute with respect to a Material Defect with respect to the related Mortgage Loan shall be
limited to a repurchase or substitution with respect to the Mortgage Note it sold to the Depositor in accordance with the related Mortgage
Loan Purchase Agreement. With respect to any Joint Mortgage Loan, any cure by either of the applicable Mortgage Loan Sellers with respect
to the Mortgage Note sold by it to the Depositor in accordance with the related Mortgage Loan Purchase Agreement that also cures the Material
Defect with respect to the entire related Joint Mortgage Loan shall satisfy the cure obligations of both Mortgage Loan Sellers with respect
to such Joint Mortgage Loan.


Section 2.04                           Execution of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee hereby acknowledges the assignment
to it of the Mortgage Loans and, subject to Section 2.01 and Section 2.02, the delivery to the Custodian of the Mortgage
Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of
all of the other assets included in the Lower-Tier REMIC. Concurrently with such assignment and delivery, (i) in exchange for the
Mortgage Loans and the other assets comprising the Lower-Tier REMIC, receipt of which is hereby acknowledged, the Trustee acknowledges
the issuance of the Lower-Tier Regular Interests and the Class LR Interest to the Depositor, (ii) [reserved]; (iii) the Trustee
acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests to the Upper-Tier REMIC; and (iv) immediately
thereafter, in exchange for the Lower-Tier Regular Interests, the Trustee acknowledges that it has caused the Certificate Administrator
to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate
and to deliver to or upon the order of the Depositor, the Regular Certificates and the Class R Certificates, and the Depositor hereby
acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing the entire beneficial ownership
of the Upper-Tier REMIC (and in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest).


[End of Article II]


ARTICLE
III



ADMINISTRATION AND SERVICING OF THE TRUST FUND


Section 3.01                        Administration of the Mortgage Loans, the Serviced Companion Loans, and REO Properties. (a) Each
of the Master Servicer and the Special Servicer shall diligently service and administer the Mortgage Loans (other than any Non-Serviced
Mortgage Loan), any Serviced Companion Loans and the applicable REO Properties (other than any REO Property related to a Non-Serviced
Mortgage Loan) it is obligated (as provided below) to service in accordance with applicable law, this Agreement and the Mortgage Loan
documents and, in the case of a Serviced Whole Loan, the related Intercreditor Agreement on behalf of the Trust and in the best interests
of and for the benefit of the Certificateholders and, in the case of the Serviced




    	 	-149-	 



    


    

Companion Loans, the Companion Holders and
the Trustee (as holder of the Lower-Tier Regular Interests), as a collective whole, taking into account the subordinate or pari
passu nature of such Companion Loans (as determined by the Master Servicer or the Special Servicer, as the case may be, in its reasonable
judgment), in accordance with applicable law, the terms of this Agreement (and, with respect to each Serviced Whole Loan or any Mortgage
Loan with related mezzanine debt, the related Intercreditor Agreement) and the terms of the respective Mortgage Loans and, if applicable,
the related Companion Loan, taking into account the subordinate or pari passu nature of the Companion Loan. With respect to each
Serviced Whole Loan, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the related Intercreditor
Agreement shall control; provided that in no event shall the Master Servicer or the Special Servicer, as the case may be, take
any action or omit to take any action in accordance with the terms of any Intercreditor Agreement that would cause the Master Servicer
or the Special Servicer, as the case may be, to violate the Servicing Standard or the REMIC Provisions. To the extent consistent with
the foregoing, the Master Servicer and the Special Servicer shall service the Mortgage Loans (other than any Non-Serviced Mortgage Loan)
and the related Serviced Companion Loans in accordance with the higher of the following standards of care: (1) in the same manner
in which, and with the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may
be, services and administers similar mortgage loans for other third party portfolios and (2) the same care, skill, prudence and diligence
with which the Master Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans owned by the
Master Servicer or the Special Servicer, as the case may be, with a view to the (A) the timely recovery of all payments of principal
and interest under the Mortgage Loans or Serviced Whole Loans or (B) in the case of a Specially Serviced Loan or an REO Property,
maximization of recovery of principal and interest on a net present value basis on such Mortgage Loans and any related Serviced Companion
Loans, and the best interests of the Trust and the Certificateholders (as a collective whole as if such Certificateholders constituted
a single lender) (and in the case of any Whole Loan, the best interests of the Trust, the Certificateholders and any related Companion
Holder (as a collective whole as if such Certificateholders and the holder or holders of the related Companion Loan constituted a single
lender), taking into account the subordinate or pari passu nature, as applicable, of the related Companion Loan), as determined
by the Master Servicer or the Special Servicer, as the case may be, in its reasonable judgment, in either case giving due consideration
to the customary and usual standards of practice of prudent institutional commercial, multifamily and manufactured housing community mortgage
loan servicers, but without regard to any conflict of interest arising from: (i) any relationship that the Master Servicer, the Special
Servicer or any Affiliate of the Master Servicer or the Special Servicer may have with any Mortgagor, any Mortgage Loan Seller, any other
parties to this Agreement, any Sponsor, any originator of a Mortgage Loan or any Affiliate of any of the foregoing; (ii) the ownership
of any Certificate, Companion Loan, mezzanine loan, or subordinate debt relating to a Mortgage Loan by the Master Servicer, the Special
Servicer or any Affiliate of the Master Servicer or the Special Servicer, as applicable; (iii) the obligation, if any, of the Master
Servicer to make Advances; (iv) the right of the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates
to receive compensation for its services and reimbursement for its costs hereunder or with respect to any particular transaction; (v) the
ownership, servicing or management for others of (a) a Non-Serviced Mortgage Loan and a Non-Serviced Companion Loan or (b) any
other mortgage loans, subordinate debt, mezzanine loans or properties not covered by this Agreement or held by the Trust by the Master
Servicer or the Special Servicer, as the case may be, or any of




    	 	-150-	 



    


    

its Affiliates; (vi) any debt that the
Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates, has extended to any Mortgagor or an Affiliate of
any Mortgagor (including, without limitation, any mezzanine financing); (vii) any option to purchase any Mortgage Loan or the related
Companion Loan the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates, may have; and (viii) any
obligation of the Master Servicer or the Special Servicer, or any of their respective Affiliates, to repurchase or substitute for a Mortgage
Loan as a Mortgage Loan Seller (if the Master Servicer or the Special Servicer or any of their respective Affiliates is a Mortgage Loan
Seller) (the foregoing, collectively referred to as the “Servicing Standard”).


The Master Servicer and the
Special Servicer shall act in accordance with the Servicing Standard with respect to any action required to be taken regarding the Non-Serviced
Mortgage Loans pursuant to their obligations under this Agreement.


Without limiting the foregoing,
subject to Section 3.19, the Special Servicer shall be obligated to service and administer (i) any Mortgage Loans (other than
the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which a Servicing Transfer Event has occurred and
is continuing (each, a “Specially Serviced Loan”) or as otherwise provided herein with respect to Non-Specially Serviced
Loans in connection with any Major Decision, Special Servicer Decision or Payment Accommodation and (ii) any REO Properties (other
than the Non-Serviced Mortgaged Properties); provided that the Master Servicer shall continue to receive payments and make all
calculations, and prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced Loans, except
for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect
to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such services with respect to such
Specially Serviced Loans and REO Properties as are specifically provided for herein; provided, further, however,
that the Master Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of
the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer
to otherwise comply with its obligations hereunder. The Master Servicer, in its capacity as the Master Servicer, shall not have any responsibility
for the performance by the Special Servicer, in its capacity as the Special Servicer, of its duties under this Agreement. The Special
Servicer, in its capacity as the Special Servicer, shall not have any responsibility for the performance by the Master Servicer, in its
capacity as the Master Servicer, of its duties under this Agreement. Each Mortgage Loan or any related Serviced Companion Loan that becomes
a Specially Serviced Loan shall continue as such until satisfaction of the conditions specified in Section 3.19(a). Without limiting
the foregoing, subject to Section 3.19 and in accordance with the terms of this Agreement, the Master Servicer shall be obligated
to service and administer any Non-Specially Serviced Loan and any related Serviced Companion Loan. The Special Servicer shall make the
property inspections, use its reasonable efforts to collect the financial statements, budgets, operating statements and rent rolls and
forward to the Master Servicer the reports in respect of the related Mortgaged Properties with respect to Specially Serviced Loans in
accordance with Section 3.12. After notification to the Master Servicer, the Special Servicer may contact the Mortgagor of any
Non-Specially Serviced Loan if efforts by the Master Servicer to collect required financial information have been unsuccessful or any
other issues remain unresolved. Such contact shall be coordinated through and with the cooperation of the Master Servicer. No provision
herein contained shall be construed as an express or implied




    	 	-151-	 



    


    

guarantee by the Master Servicer or the Special
Servicer of the collectability or recoverability of payments on the Mortgage Loans or any related Serviced Companion Loan or be construed
to impair or adversely affect any rights or benefits provided by this Agreement to the Master Servicer or the Special Servicer (including
with respect to Servicing Fees, Special Servicing Fees or the right to be reimbursed for Advances and interest accrued thereon). Any provision
in this Agreement for any Advance by the Master Servicer or the Trustee is intended solely to provide liquidity for the benefit of the
Certificateholders and not as credit support or otherwise to impose on any such Person the risk of loss with respect to one or more of
the Mortgage Loans or any related Serviced Companion Loans. No provision hereof shall be construed to impose liability on the Master Servicer
or the Special Servicer for the reason that any recovery to the Certificateholders in respect of a Mortgage Loan at any time after a determination
of present value recovery is less than the amount reflected in such determination.


(b)              
Subject only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08) and
of the respective Mortgage Loans, any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable, and applicable
law, each of the Master Servicer and the Special Servicer shall have full power and authority, acting alone or, subject to Section
3.20, through one or more Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and administration
for which it is responsible which it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master
Servicer and the Special Servicer, in its own name (or in the name of the Trustee and, if applicable, the related Serviced Companion Noteholder),
is hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders (and, with respect to a
Serviced Companion Loan, the related Serviced Companion Noteholder) and the Trustee or any of them, with respect to each Mortgage Loan
and any related Serviced Companion Loan (and, if applicable, each REO Property) it is obligated to service under this Agreement: (i) any
and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by the
related Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral, and
shall, from time to time, execute and/or deliver such financing statements, continuation statements and other documents or instruments
as necessary to maintain the lien created by the related Mortgage or other security document in the related Mortgage File on the related
Mortgaged Property and related collateral; (ii) subject to Section 3.08, Section 3.18 and Section 6.08, any
and all modifications, waivers, amendments or consents to, under or with respect to any documents contained in the related Mortgage File;
(iii) any and all instruments of satisfaction or cancellation, pledge agreements and other documents in connection with a defeasance,
or of partial or full release or discharge, and all other comparable instruments; and (iv) any or all complaints or other pleadings
to initiate and/or to terminate any action, suit or proceeding on behalf of the Trust (in their representative capacities (except as set
forth below in this paragraph). The Master Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer (with respect
to Specially Serviced Loans) shall provide to the Mortgagor related to such Mortgage Loans that it is servicing any reports required to
be provided to them pursuant to the related Mortgage Loan documents. Subject to Section 3.10, the Trustee shall (i) upon request,
furnish to the Master Servicer and the Special Servicer original powers of attorney in the form of Exhibit R-1 or Exhibit R-2
attached hereto, as applicable (or such other form as mutually agreed to by the Trustee and the Master Servicer or the Special Servicer,
as applicable) and (ii) upon request, furnish, or cause to be furnished, to the Master Servicer or the Special Servicer other documents
necessary or appropriate




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to enable the Master Servicer or the Special
Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided, however, that the
Trustee shall not be held responsible or liable for any acts of the Master Servicer or the Special Servicer, or for any negligence with
respect to, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding anything contained
herein to the contrary, the Master Servicer or the Special Servicer, as the case may be, shall not, without the Trustee’s written
consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s
or the Special Servicer’s, as the case may be, representative capacity (unless prohibited by any requirement of the applicable jurisdiction
in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided
that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice
to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment
of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action,
suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or the Special
Servicer’s, as applicable, representative capacity)) or (ii) take any action with the intent to cause, and that actually causes,
the Trustee to be required to be registered to do business in any state.


(c)              
To the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion Loan documents
(including any related Intercreditor Agreement) to exercise its discretion with respect to any action that requires Rating Agency Confirmation
from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities (if any) (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25), the Master Servicer shall require the costs of such Rating Agency Confirmation
to be borne by the related Mortgagor. To the extent the terms of the related Mortgage Loan documents or Companion Loan documents (including
any related Intercreditor Agreement) require the Mortgagor to bear the costs of any Rating Agency Confirmation or confirmation of any
applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings
of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25), the Master Servicer shall not waive the requirement that such costs and expenses be borne by the related Mortgagor. To the
extent that the terms of the related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement)
are silent as to who bears the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan
Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall use reasonable efforts to have the Mortgagor bear such costs and expenses. The Master Servicer shall not be responsible for the
payment of such costs and expenses out of pocket other than as a Servicing Advance.




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(d)              
 The relationship of each of the Master Servicer and the Special Servicer to the Trustee under this Agreement is intended by the
parties to be that of an independent contractor and not that of a joint venturer, partner or agent.


(e)              
The Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan documents,
and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.


(f)               
Within sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents)
after the later of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, (x) the applicable Mortgage
Loan Seller pursuant to the Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit for each Mortgage Loan (other
than any Non-Serviced Mortgage Loan) identified as having a letter of credit on the Mortgage Loan Schedule, that the Master Servicer (in
care of the Trustee, as titled in Section 2.01(b)) for the benefit of the Certificateholders and any related Companion Holders
shall be the beneficiary under each such letter of credit and (y) the Master Servicer shall notify each lessor under a Ground Lease
for each Mortgage Loan identified as subject to a leasehold interest on the Mortgage Loan Schedule, that the Trust is the leasehold mortgagee
and that the Master Servicer or the Special Servicer shall service the related Mortgage Loan for the benefit of the Certificateholders.
If a letter of credit is required to be drawn upon earlier than the date the applicable Mortgage Loan Seller has notified the provider
of such letter of credit pursuant to clause (x) of the immediately preceding sentence, such Mortgage Loan Seller shall cooperate
with the reasonable requests of the Master Servicer or the Special Servicer in connection with making a draw under such letter of credit.
If the Mortgage Loan documents do not require the related Mortgagor to pay any costs and expenses relating to any modifications to or
assignment of the related letter of credit, then the applicable Mortgage Loan Seller shall pay such costs and expenses as and to the extent
required under the applicable Mortgage Loan Purchase Agreement. If the Mortgage Loan documents require the related Mortgagor to pay any
costs and expenses relating to any modifications to the related letter of credit, and such Mortgagor fails to pay such costs and expenses
after the Master Servicer has exercised reasonable efforts to collect such costs and expenses from such Mortgagor, then the Master Servicer
shall give the applicable Mortgage Loan Seller notice of such failure and the amount of costs and expenses, and such Mortgage Loan Seller
shall pay such costs and expenses as and to the extent required under the applicable Mortgage Loan Purchase Agreement. The costs and expenses
of any modifications to Ground Leases shall be paid by the related Mortgagor. Neither the Master Servicer nor the Special Servicer shall
have any liability for the failure of any Mortgage Loan Seller to perform its obligations under the related Mortgage Loan Purchase Agreement.


The Master Servicer acknowledges
that any letter of credit held by it shall be held in its capacity as Master Servicer of the Trust. If the Master Servicer sells its rights
to service the applicable Mortgage Loan, the Master Servicer shall assign the applicable letter of credit (i) to the Trust at the expense
of the Master Servicer (which the Master Servicer may recover from the Mortgagor if permitted by the related Mortgage Loan documents)
or (ii) with respect to any Specially Serviced Loan at the direction of the Special Servicer to such party as the Special Servicer may
instruct at the expense of the Special Servicer. Subject to Section 6.04, the Master Servicer (solely with respect to clause
(i) of the prior sentence) or the Special Servicer (solely with respect to clause (ii) of the prior sentence) shall indemnify
the Trust for any loss caused by the




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ineffectiveness of such assignment as a result
of the Master Servicer’s or the Special Servicer’s, as applicable, negligence.


(g)              
Notwithstanding anything herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make an
Advance with respect to any Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is no longer included
in the Trust Fund.


(h)              
Servicing and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related Intercreditor
Agreement for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust Fund or for such longer
period as is contemplated by the related Intercreditor Agreement and, to the extent consistent with the related Intercreditor Agreement,
as any amounts payable by the related Companion Holder to or for the benefit of the Trust or any party hereto in accordance with the related
Intercreditor Agreement remain due and owing.


(i)                
The Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or Serviced
Whole Loan that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section 3.19,
use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent the Special
Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to any such Intercreditor
Agreement. The costs and expenses incurred by the Special Servicer in connection with such enforcement shall be paid as a Trust Fund expense
or, subject to the terms of the applicable Intercreditor Agreement, with respect to any Serviced Whole Loan, first, by any related
AB Subordinate Companion Loan and then, pro rata and pari passu, by the Trust and any related Serviced Pari Passu
Companion Loans, in accordance with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced
Pari Passu Companion Loans.


(j)                
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under the
related Intercreditor Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not with respect
to making Advances) even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time as a separate servicing
agreement is entered into in accordance with the related Intercreditor Agreement (it being acknowledged that neither the Master Servicer
nor the Special Servicer shall be obligated under a separate agreement to which it is not a party); provided that, other than pursuant
to Section 6.04 (and, with respect to Section 6.04, solely with respect to claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (including, without limitation,
costs and expenses of litigation and of enforcement of such indemnity, and of investigation, counsel fees, damages, judgments and amounts
paid in settlement) incurred in connection with a legal claim or action resulting from an action or inaction taken or not taken while
the related Serviced Mortgage Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with respect to such Serviced
Whole Loan on and after the date the related Serviced Mortgage Loan is no longer part of the Trust Fund shall be payable out of the Trust
Fund and the Master Servicer shall have no obligation to make any Advance on or after the date such Serviced Mortgage Loan ceases to be
part of the Trust Fund; provided, however, that if, in the case of any Serviced Pari Passu Whole




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Loan, the related Serviced Companion Loan continues
to be included in an Other Securitization, then for so long as a separate servicing agreement (pursuant to the related Intercreditor Agreement)
has not been entered into, the Master Servicer shall inform the related Other Servicer of any need to make Servicing Advances with respect
to a Serviced Whole Loan within three (3) Business Days of determining that such an Advance is necessary or being notified that such an
Advance is necessary, or in the case of a Servicing Advance that needs to be made on an emergency or urgent basis, within one (1) Business
Day. With respect to Servicing Advances made by any Other Servicer as contemplated in the second proviso to the preceding sentence, the
Master Servicer shall, from collections on the related Serviced Whole Loan (but never out of general collections on the Mortgage Loans
and REO Properties) received by the Master Servicer, reimburse the Other Servicer for such Servicing Advances in the same manner and on
the same level of priority as if such Servicing Advances had been made by the Master Servicer hereunder.


(k)              
The Master Servicer (or, with respect to any Specially Serviced Loan, the Special Servicer) shall use reasonable efforts consistent
with the Servicing Standards to enforce the rights of the Trustee (as holder of a Non-Serviced Mortgage Loan) under the related Non-Serviced
Intercreditor Agreement and Non-Serviced PSA.


(l)                
The parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Non-Serviced
Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement, (i) the related Non-Serviced
Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer and Non-Serviced Special Servicer in
accordance with the related Non-Serviced PSA, and (ii) in the event that (A) the related Non-Serviced Companion Loan is no longer part
of the Trust Fund created by the related Non-Serviced PSA and (B) the related Non-Serviced Mortgage Loan is included in the Trust
Fund, then, as set forth in the related Non-Serviced Intercreditor Agreement, the related Non-Serviced Whole Loan shall continue to be
serviced in accordance with the related Non-Serviced PSA, until such time as a new servicing agreement has been agreed to by the parties
to the related Non-Serviced Intercreditor Agreement in accordance with the provisions of such agreement and confirmation has been obtained
from the Rating Agencies that such new servicing agreement would not result in a downgrade, qualification or withdrawal of the then current
ratings of any Class of Certificates then-outstanding.


(m)            
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and
the Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s
authority with respect to a Serviced Whole Loan are limited by, and subject to, the terms of the related Intercreditor Agreement. The
Master Servicer (or, if a Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer) shall use reasonable efforts consistent
with the Servicing Standard to obtain the benefits of the rights of the Trust (as holder of the related Serviced Mortgage Loan) under
the related Intercreditor Agreement. In the event of any conflict between this Agreement and the related Intercreditor Agreement, the
provisions of the related Intercreditor Agreement shall control.


(n)              
In connection with the securitization of any Serviced Companion Loan (in each case, only while it is a Serviced Companion Loan),
upon the request of (and at the expense of) a related Serviced Companion Noteholder (or its designee), each of the Master Servicer (if
such




    	 	-156-	 



    


    

Serviced Companion Loan is not a Specially
Serviced Loan), the Special Servicer (if such Serviced Companion Loan is a Specially Serviced Loan) and the Trustee, as applicable, shall
use reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information
relating to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion
in any disclosure document(s) relating to such Other Securitization.


(o)              
For the avoidance of doubt, none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee have
any obligation or authority to (a) supervise any related Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced
Certificate Administrator or Non-Serviced Trustee or (b) make Servicing Advances with respect to any Non-Serviced Whole Loan.
The obligation of the Master Servicer to provide information and collections and make P&I Advances to the Certificate Administrator
for the benefit of the Certificateholders with respect to each Non-Serviced Mortgage Loan is dependent on its receipt of the corresponding
information and/or collections from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer.


(p)              
Nothing contained in this Agreement shall limit the ability of the Master Servicer or the Special Servicer to lend money to (to
the extent not secured, in whole or in part, by any Mortgaged Property), accept deposits from or otherwise generally engage in any kind
of business or dealings with any Mortgagor as though the Master Servicer or the Special Servicer was not a party to this Agreement or
to the transactions contemplated hereby; provided that this sentence shall not be construed to modify or supersede the Servicing
Standard.


Section 3.02       
Collection of Mortgage Loan Payments. (a) Each of the Master Servicer
and the Special Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage
Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans it is obligated to service hereunder, and shall follow
such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard); provided,
that the Master Servicer or the Special Servicer, as the case may be, may take action to enforce the Trust’s right to apply excess
cash flow to principal in accordance with the terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, as applicable,
may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Serviced Companion Loan
that it is obligated to service hereunder three (3) times during any period of twenty-four (24) consecutive months with respect
to any Mortgage Loan or Serviced Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable, may
in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Serviced Companion Loan one
additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional expense
of the Trust has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan or Serviced Companion Loan. Any
additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard,
only after the Master Servicer or the Special Servicer, as the case may be, has, prior to the occurrence and continuance of a Consultation
Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of
a Control Termination Event, the Directing Certificateholder has consented to such additional waiver (provided that if the Master
Servicer or the Special Servicer, as applicable, fails to receive a response to such notice




    	 	-157-	 



    


    

from the Directing Certificateholder in writing
within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed
waiver); provided, further, that after the occurrence and during the continuance of a Control Termination Event, the Master
Servicer or the Special Servicer, as the case may be, may waive any Penalty Charge in accordance with the Servicing Standard without the
consent of the Directing Certificateholder; provided, further, that the Directing Certificateholder shall have no consent
or consultation rights with respect to the foregoing waivers in relation to any Excluded Loan.


(b)              
(i) All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing
under the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express provisions
of the Mortgage Loan documents (including any related Intercreditor Agreement); provided, however, that absent express provisions
in the related Mortgage Loan documents (including any related Intercreditor Agreement) or to the extent otherwise agreed to by the related
Mortgagor in connection with a workout of a Mortgage Loan, all amounts collected by or on behalf of the Trust in respect of a Mortgage
Loan in the form of payments from the related Mortgagor, Liquidation Proceeds or Insurance and Condemnation Proceeds under the Mortgage
Loan (in the case of each Serviced Whole Loan, exclusive of amounts payable to any applicable Companion Loan pursuant to the terms of
the related Intercreditor Agreement) shall be applied in the following order of priority:


first, as
a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage Loan and
unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid additional trust fund expenses;


second, as
a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent previously
paid or reimbursed from principal collections on such Mortgage Loan (as described in the first proviso in the definition of Principal
Distribution Amount);


third, to
the extent not previously so allocated pursuant to clause first or second above, as a recovery of accrued
and unpaid interest on such Mortgage Loan to the extent of the excess of (i) accrued and unpaid interest (exclusive of Default Interest)
on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable mortgage interest accrual
period, over (ii) after taking into account any allocations pursuant to clause fifth below on earlier dates, the aggregate
portion of the accrued and unpaid interest described in sub-clause (i) of this clause third that either (A) (x) was
not advanced because of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in
connection with related Appraisal Reduction Amounts or (y) with respect to any accrued and unpaid interest that was not advanced
due to a determination that the related P&I Advance would be a Nonrecoverable Advance, the amount of interest that (absent such determination
of nonrecoverability preventing such P&I Advance from being made) would not have been advanced because of the reductions in the amount
of related P&I Advances for such Mortgage Loan that would have occurred in connection with the related Appraisal Reduction Amounts,
or (B) accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance




    	 	-158-	 



    


    

of such Mortgage Loan equal to any related
Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made;


fourth, to
the extent not previously so allocated pursuant to clause first or second above, as a recovery of principal
of such Mortgage Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or,
if the Mortgage Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);


fifth, as
a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the reductions
(if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction
Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such P&I Advance not having been made
as a result of a determination by the Master Servicer that such P&I Advance would have been a Nonrecoverable Advance, and (B) any
unpaid interest (exclusive of Default Interest) that accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance
of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance
was made (in each case, to the extent collections have not been allocated as recovery of such accrued and unpaid interest pursuant to
this clause fifth on earlier dates);


sixth, as
a recovery of amounts to be currently allocated to the payment of, or, to the extent required under the Mortgage Loan documents, escrowed
for the future payment of, real estate taxes, assessments and insurance premiums and similar items relating to such Mortgage Loan;


seventh, as
a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


eighth, as
a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


ninth, as
a recovery of any late payment charges and Default Interest then due and owing under such Mortgage Loan;


tenth, as
a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;


eleventh,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent
fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating Advisor
Consulting Fees); and


twelfth, as
a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;




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provided that to the extent required
under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s rights under the related Mortgage
Loan documents) with respect to any partial release of a Mortgaged Property (including in connection with a condemnation) at a time when
the LTV Ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable, exceeds 125%, or would exceed 125% following any partial
release (based solely on the value of real property and excluding personal property and going concern value, if any, unless otherwise
permitted under the applicable REMIC Provisions as evidenced by an Opinion of Counsel to the Trustee) shall be collected and allocated
to reduce the principal balance of the Mortgage Loan or Serviced Whole Loan in the manner required by the REMIC Provisions; provided,
further, that if a Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced
Whole Loan become REO Loans, the treatment of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject
to the terms of the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA, in that order; provided, further,
that with respect to each Mortgage Loan related to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole
Loan shall be allocated first pursuant to the terms of the related Intercreditor Agreement and then, any amounts allocated to the related
Serviced Mortgage Loan shall be subject to application as described above.


(ii)              
Collections by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the payment
of the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of each Serviced
Whole Loan, exclusive of any amounts payable to the holder of the related Companion Loan(s), as applicable, pursuant to the related Intercreditor
Agreement) shall be applied in the following order of priority:


first, as
a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage
Loan and interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid additional trust fund expenses
with respect to such Mortgage Loan;


second, as
a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent previously
paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition of Principal
Distribution Amount);


third, to
the extent not previously so allocated pursuant to clause first or second above, as a recovery of accrued
and unpaid interest on such Mortgage Loan to the extent of the excess of (i)  accrued and unpaid interest (exclusive of Default Interest)
on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable mortgage interest accrual
period, over (ii) after taking into account any allocations pursuant to clause fifth below or clause fifth
of the prior paragraph on earlier dates, the aggregate portion of the accrued and unpaid interest described in sub-clause (i)
of this clause third that either (A) (x) was not advanced because of the reductions (if any) in the amount of
related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or (y) with
respect to any accrued and unpaid interest that was not advanced due to a determination that the related P&I Advance would be a Nonrecoverable
Advance, the amount of interest that (absent such




    	 	-160-	 



    


    

determination of nonrecoverability preventing
such P&I Advance from being made) would not have been advanced because of the reductions in the amount of related P&I Advances
for such Mortgage Loan that would have occurred in connection with related Appraisal Reduction Amounts, or (B) accrued at the related
Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount
in effect from time to time and as to which no P&I Advance was made;


fourth, to
the extent not previously so allocated pursuant to clause first or second above, as a recovery of principal
of such Mortgage Loan to the extent of its entire unpaid principal balance;


fifth, as
a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the reductions
(if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction
Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such P&I Advance not having been made
as a result of a determination by the Master Servicer that such P&I Advance would have been a Nonrecoverable Advance, and (B) any
unpaid interest (exclusive of Default Interest) that accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance
of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance
was made (in each case, to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to this
clause fifth or clause fifth of the prior paragraph on earlier dates);


sixth, as
a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


seventh, as
a recovery of any late payment charges and Default Interest then due and owing under such Mortgage Loan;


eighth, as
a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan; and


ninth, as
a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent fees
and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating
Advisor Consulting Fees);


provided that if a Non-Serviced
Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes an REO Loan, the treatment
of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced
Intercreditor Agreement and Non-Serviced PSA, in that order; provided, further, that with respect to each Mortgage Loan
related to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole Loan shall be allocated first pursuant
to the terms of the related Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan shall be subject
to application as described above.




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(iii)                             Notwithstanding
clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority of distributions of
payments pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party other than a Mortgagor, such
amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case of Insurance
and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion Loan(s), as applicable,
or in accordance with Section 3.02(b)(ii) above.


(c)                                To the extent consistent
with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related Serviced Companion Loan(s), as applicable,
and the related Intercreditor Agreement) and applicable law, the Master Servicer shall apply all Insurance and Condemnation Proceeds
it receives on a day other than the Due Date to amounts due and owing under the related Mortgage Loan or Companion Loan(s) as if such
Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding the month in which Insurance and Condemnation
Proceeds were received and otherwise in accordance with Section 3.02(b)(ii), as applicable, above.


(d)                               [RESERVED].


(e)                                With respect to any Mortgage Loan or any Serviced Pari Passu Companion Loan for which the related Mortgagor was required to escrow
funds or to post a letter of credit related to obtaining certain performance objectives, such as targeted debt service coverage levels
or leasing criteria with respect to the Mortgaged Property as a whole or particular portions thereof, if the mortgagee has the discretion
under the applicable Mortgage Loan documents to retain the cash or letter of credit (or the proceeds of such letters of credit) as additional
collateral if the relevant conditions to release are not satisfied, then the Master Servicer may continue to hold such escrows or letters
of credit (or the proceeds of such letters of credit) as additional collateral or use such funds to reduce the principal balance of the
related Mortgage Loan or Serviced Pari Passu Companion Loan (to the extent the related Mortgage Loan documents allow such action), unless
holding or application of such funds would otherwise be inconsistent with the Mortgage Loan documents or the Servicing Standard.


(f)                                  Promptly following the Closing Date, in the case of any Non-Serviced Whole Loan and, with respect to the Servicing Shift Mortgage
Loan, promptly following receipt of notice in connection with the Servicing Shift Date, the Certificate Administrator shall send written
notice (in the form attached hereto as Exhibit T) to the related Non-Serviced Master Servicer and the related Non-Serviced
Special Servicer (with a copy to any other applicable party set forth on the schedule of addresses to Exhibit T) stating that,
as of such date, the Trustee is the holder of the related Non-Serviced Mortgage Loan and directing such Non-Serviced Master Servicer
to remit to the Master Servicer all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to the
Master Servicer all reports, statements, documents, communications and other information that are to be forwarded, delivered or otherwise
made available to, the holder of such Non-Serviced Mortgage Loan under the related Non-Serviced Intercreditor Agreement and the
related Non-Serviced PSA. The Master Servicer shall, within two (2) Business Days of receipt of properly identified funds, deposit
into the Collection Account all amounts received with respect to the related Non-Serviced Mortgage Loan, the related Non-Serviced
Mortgaged Property or any related REO Property.



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Section 3.03                            Collection
of Taxes, Assessments and Similar Items; Servicing Accounts. (a)  The Master Servicer shall establish and maintain
one or more accounts (the “Servicing Accounts”), into which all Escrow Payments received by it shall be deposited
and retained, and shall administer such Servicing Accounts in accordance with the related Mortgage Loan documents and, if applicable,
the Companion Loan documents. Any Servicing Account related to a Serviced Whole Loan shall be held for the benefit of the Certificateholders
and the related Serviced Companion Noteholders collectively, but this shall not be construed to modify the respective interests of any
noteholder therein as set forth in the related Intercreditor Agreement. Amounts on deposit in Servicing Accounts may only be invested
in accordance with the terms of the related Mortgage Loan documents and Companion Loan documents, or in Permitted Investments in accordance
with the provisions of Section 3.06. Servicing Accounts shall be Eligible Accounts to the extent permitted by the terms of the
related Mortgage Loan documents. Withdrawals of amounts so deposited from a Servicing Account may be made only to: (i) effect
payment of items for which Escrow Payments were collected and comparable items; (ii) reimburse the Trustee and then the Master
Servicer, if applicable, for any Servicing Advances; (iii) refund to Mortgagors any sums as may be determined to be overages;
(iv) pay interest to Mortgagors on balances in the Servicing Account, if required by applicable law or the terms of the related
Mortgage Loan or Companion Loan and as described below or, if not so required, to the Master Servicer; (v) after the occurrence
of an event of default under the related Mortgage Loan or Companion Loan, apply amounts to the indebtedness under the applicable Mortgage
Loan or Companion Loan; (vi) withdraw amounts deposited in error; (vii) pay Penalty Charges to the extent permitted by
the related Mortgage Loan documents; or (viii) clear and terminate the Servicing Account at the termination of this Agreement
in accordance with Section 9.01. As part of its servicing duties, the Master Servicer shall pay or cause to be paid to the related
Mortgagors interest on funds in Servicing Accounts, to the extent required by law or the terms of the related Mortgage Loan or Companion
Loan; provided, however, that in no event shall the Master Servicer be required to remit to any Mortgagor any amounts in
excess of actual net investment income or funds in the related Servicing Account. If allowed by the related Mortgage Loan documents and
applicable law, the Master Servicer may charge the related Mortgagor an administrative fee for maintenance of the Servicing Accounts.


(b)                               The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the Master
Servicer, in the case of all other related Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each related Serviced Companion
Loan, shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of real estate taxes, assessments
and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect
thereof. The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the Master
Servicer, in the case of all other related Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each related Serviced Companion
Loan, shall use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for the payment of such
items (including renewal premiums) and shall effect payment thereof from the REO Account or by the Master Servicer as Servicing Advances
prior to the applicable penalty or termination date and, in any event, prior to the institution of foreclosure or similar proceedings
with respect to the related Mortgaged Property for nonpayment of such items, employing for such purpose Escrow Payments (which shall be
so applied by the Master Servicer at the written direction of the Special Servicer in the case of REO Loans) as allowed under the




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terms of the related Mortgage Loan (other than
a Non-Serviced Mortgage Loan) and Companion Loan(s). Other than with respect to any Non-Serviced Mortgage Loan, the Master Servicer shall
service and administer any reserve accounts (including monitoring, maintaining or changing the amounts of required escrows) in accordance
with the terms of such Mortgage Loan and the related Serviced Companion Loan(s), as applicable, and the Servicing Standard. To the extent
that a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Companion Loan, as applicable, does not require a Mortgagor
to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Special
Servicer, in the case of REO Loans, and the Master Servicer, in the case of all other such Mortgage Loans or Companion Loan, as applicable,
that it is responsible for servicing hereunder, shall use reasonable efforts consistent with the Servicing Standard to cause the Mortgagor
to comply with its obligation to make payments in respect of such items at the time they first become due and, in any event, prior to
the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items.


(c)                                In accordance with the
Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each Serviced Whole Loan, as applicable,
the Master Servicer shall advance all such funds as are necessary for the purpose of effecting the payment of (i) real estate
taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground rents (if applicable) and (iii) premiums
on Insurance Policies, in each instance if and to the extent Escrow Payments collected from the related Mortgagor (or related REO Revenues,
if applicable) are insufficient to pay such item when due and the related Mortgagor has failed to pay such item on a timely basis, and
provided, however, that the particular advance would not, if made, constitute a Nonrecoverable Servicing Advance and provided,
further, however, that with respect to the payment of taxes and assessments, the Master Servicer shall not be required
to make such advance until the later of (i) five (5) Business Days after the Master Servicer, the Special Servicer, the
Certificate Administrator or the Trustee, as the case may be, has received confirmation that such item has not been paid and (ii) the
date prior to the date after which any penalty or interest would accrue in respect of such taxes or assessments. The Special Servicer
shall give the Master Servicer and the Trustee no less than five (5) Business Days’ written (facsimile or electronic) notice
before the date on which the Master Servicer is requested to make any Servicing Advance with respect to a given Specially Serviced Loan
or REO Property; provided, however, that only two (2) Business Days’ written (facsimile or electronic) notice
shall be required in respect of Servicing Advances required to be made on an emergency or urgent basis; provided, further,
that the Special Servicer shall not be entitled to make such a request (other than for Servicing Advances required to be made on an urgent
or emergency basis) more frequently than once per calendar month (although such request may relate to more than one Servicing Advance).
The Master Servicer may pay the aggregate amount of such Servicing Advances listed on a monthly request to the Special Servicer, in which
case the Special Servicer shall remit such Servicing Advances to the ultimate payees. The Special Servicer shall have no obligation to
make any Servicing Advances; provided that in an urgent or emergency situation requiring the making of a Servicing Advance, the
Special Servicer may make a Servicing Advance in its sole discretion. The Special Servicer shall deliver to the Master Servicer a request
for reimbursement for such Servicing Advance, along with all information and documentation in the Special Servicer’s possession
regarding the subject Servicing Advance as the Master Servicer may reasonably request, and the Master Servicer shall be obligated, out
of the Master Servicer’s own funds, to reimburse the Special Servicer for any unreimbursed Servicing Advances (other than




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Nonrecoverable Servicing Advances) made by
the Special Servicer pursuant to the terms hereof, together with interest thereon at the Reimbursement Rate from the date made to, but
not including, the date of reimbursement. Such reimbursement and any accompanying payment of interest shall be made within five (5) Business
Days of the written request therefor pursuant to the preceding sentence by wire transfer of immediately available funds to an account
designated in writing by the Special Servicer. Upon the Master Servicer’s reimbursement to the Special Servicer of any Servicing
Advance and payment to the Special Servicer of interest thereon, all in accordance with this Section 3.03, the Master Servicer
shall for all purposes of this Agreement be deemed to have made such Servicing Advance at the same time as the Special Servicer actually
made such Servicing Advance, and accordingly, the Master Servicer shall be entitled to be reimbursed for such Servicing Advance, together
with interest thereon at the Reimbursement Rate, at the same time, in the same manner and to the same extent as the Master Servicer would
otherwise have been entitled if it had actually made such Servicing Advance at the time the Special Servicer did. Notwithstanding the
foregoing provisions of this Section 3.03(c), the Master Servicer shall not be required to reimburse the Special Servicer out of
its own funds for, or to make at the direction of the Special Servicer, any Servicing Advance if the Master Servicer determines in its
reasonable judgment that such Servicing Advance, although not characterized by the Special Servicer as a Nonrecoverable Servicing Advance,
is in fact a Nonrecoverable Servicing Advance. The Master Servicer shall notify the Special Servicer in writing of such determination
and, if applicable, such Nonrecoverable Servicing Advance shall instead be reimbursed to the Special Servicer pursuant to Section 3.05
of this Agreement.


Any request by the Special
Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the Special Servicer that such requested
Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall be entitled to conclusively rely on such determination,
provided that the determination shall not be binding on the Master Servicer or Trustee. On the first Business Day after the Determination
Date for the related Distribution Date, the Special Servicer shall report to the Master Servicer if the Special Servicer determines any
Servicing Advance previously made by the Master Servicer with respect to a Specially Serviced Loan or REO Loan is a Nonrecoverable Servicing
Advance. The Master Servicer and the Trustee shall be entitled to conclusively rely on such a determination in response to a Servicing
Advance or a proposed Servicing Advance and such determination that the Servicing Advance is or would be a Nonrecoverable Servicing Advance
shall be binding upon the Master Servicer, but shall in no way limit the ability of the Master Servicer in the absence of such determination
to make its own determination that any Advance is a Nonrecoverable Advance. If the Special Servicer makes a determination that only a
portion of, and not all of, any previously made or proposed Servicing Advance is a Nonrecoverable Advance, the Master Servicer shall have
the right to make its own subsequent determination that any remaining portion of any such previously made or proposed Servicing Advance
is a Nonrecoverable Advance. If the Master Servicer, the Special Servicer or the Trustee determines that a proposed Servicing Advance
with respect to a Serviced Whole Loan, if made, or any outstanding Servicing Advance with respect to a Serviced Whole Loan previously
made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer or the Trustee, as applicable, shall provide the applicable
Other Servicer written notice of such determination within two (2) Business Days of the date of such determination. All such Advances
shall be reimbursable in the first instance from related collections from the Mortgagors and further as provided in Section 3.05(a).
No costs incurred by the Master Servicer or the Special Servicer in effecting the payment of real estate taxes,




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assessments and, if applicable, ground rents
on or in respect of the Mortgaged Properties shall, for purposes hereof, including, without limitation, the Certificate Administrator’s
calculation of monthly distributions to Certificateholders, be added to the unpaid principal balances of the related Mortgage Loans or
any related Serviced Companion Loan, if applicable, notwithstanding that the terms of such Mortgage Loans or related Serviced Companion
Loan, if applicable, so permit. If the Master Servicer fails to make any required Servicing Advance as and when due (including any applicable
cure periods), to the extent the Trustee has actual knowledge of such failure, the Trustee shall make such Servicing Advance pursuant
to Section 7.05. Notwithstanding anything herein to the contrary, no Servicing Advance shall be required hereunder if such Servicing
Advance would, if made, constitute a Nonrecoverable Servicing Advance. In addition, the Master Servicer shall consider Unliquidated Advances
in respect of prior Servicing Advances for purposes of nonrecoverability determinations. The Special Servicer shall have no obligation
to make any Servicing Advances under this Agreement.


Notwithstanding anything
to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect (but shall not be required
unless directed by the Special Servicer with respect to Specially Serviced Loans and REO Loans) to make a payment from amounts on deposit
in the Collection Account (or any Companion Distribution Account maintained as a subaccount thereof by a Companion Paying Agent, if applicable)
(which shall be deemed first made from amounts distributable as principal and then from all other amounts comprising general
collections) to pay for certain expenses set forth below notwithstanding that the Master Servicer (or the Special Servicer, as the case
may be) has determined that a Servicing Advance with respect to such expenditure would be a Nonrecoverable Servicing Advance (unless,
with respect to Specially Serviced Loans or REO Loans, the Special Servicer has notified the Master Servicer to not make such expenditure),
where making such expenditure would prevent (i) the related Mortgaged Property from being uninsured or being sold at a tax sale or
(ii) any event that would cause a loss of the priority of the lien of the related Mortgage, or the loss of any security for the related
Mortgage Loan or Serviced Companion Loan; provided that in each instance, the Master Servicer or the Special Servicer, as the case
may be, determines in accordance with the Servicing Standard (as evidenced by an Officer’s Certificate delivered to the Trustee)
that making such expenditure is in the best interest of the Certificateholders (and, if applicable, the Companion Holders), all as a collective
whole (taking into account the subordinate or pari passu nature of any Companion Loans). The Master Servicer or the Trustee may
elect to obtain reimbursement of Nonrecoverable Servicing Advances from the Trust pursuant to the terms of Section 3.17(c). The
parties acknowledge that pursuant to the applicable Non-Serviced PSA, the applicable Non-Serviced Master Servicer is obligated to make
servicing advances with respect to the related Non-Serviced Whole Loan. The applicable Non-Serviced Master Servicer shall be entitled
to reimbursement for Nonrecoverable Servicing Advances with respect to such Non-Serviced Whole Loan (with, in each case, any accrued and
unpaid interest thereon provided for under the applicable Non-Serviced PSA) in the manner set forth in the applicable Non-Serviced PSA
and the applicable Non-Serviced Intercreditor Agreement.


(d)              
In connection with its recovery of any Servicing Advance out of the Collection Account (or any Companion Distribution Account maintained
as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the Trustee, the Special Servicer
and then the Master Servicer, as the case may be and in that order, shall be entitled to receive, out of any amounts then on deposit in
the Collection Account interest at the




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Reimbursement Rate in effect from time to time,
accrued on the amount of such Servicing Advance from the date made to, but not including, the date of reimbursement. Subject to Section
3.17(c), the Master Servicer shall reimburse itself, the Special Servicer or the Trustee, as the case may be, for any outstanding
Servicing Advance as soon as practically possible after funds available for such purpose are deposited in the Collection Account (or any
Companion Distribution Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) subject to the Master
Servicer’s or the Trustee’s options and rights to defer recovery of such amounts as provided herein; provided, however,
that the Master Servicer’s or Trustee’s options and rights to defer recovery of such amounts shall not alter the Master Servicer’s
obligation to reimburse the Special Servicer for any outstanding Servicing Advance as provided for in this sentence. To the extent amounts
on deposit in the Companion Distribution Account with respect to the related Companion Loan are insufficient for any such reimbursement,
the Master Servicer shall use efforts in accordance with the Servicing Standard to enforce the rights of the holder of the related Mortgage
Loan under the related Intercreditor Agreement to obtain any reimbursement available from the holder of the related Companion Loan.


(e)              
To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage
Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written confirmation thereof within
a reasonable time after the later of the Closing Date and the date as of which plan is required to be established or completed. To the
extent that any repairs, capital improvements, actions or remediations are required to have been taken or completed pursuant to the terms
of the Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written confirmation
of such actions and remediations within a reasonable time after the later of the Closing Date and the date as of which action or remediations
are required to be or to have been taken or completed. To the extent a Mortgagor shall fail to promptly respond to any inquiry described
in this Section 3.03(e), the Master Servicer shall report any such failure to the Special Servicer within a reasonable time after
the date as of which actions or remediations are required to be or to have been taken or completed.


Section 3.04                          The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion
Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account. (a)  The
Master Servicer shall establish and maintain, or cause to be established and maintained, the Collection Account in which the Master Servicer
shall deposit or cause to be deposited on a daily basis and in no event later than the second Business Day following receipt of available
and properly identified funds (in the case of payments by Mortgagors or other collections on the Mortgage Loans or Companion Loans), except
as otherwise specifically provided herein, the following payments and collections received or made by or on behalf of it subsequent to
the Cut-off Date (other than in respect of principal and interest on the Mortgage Loans or Companion Loans due and payable on or before
the Cut-off Date, which payments shall be delivered promptly to the appropriate Mortgage Loan Seller or its respective designee and
other than any amounts received from Mortgagors which are received in connection with the purchase of defeasance collateral), or payments
(other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a period subsequent thereto:




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(i)                                   all payments
on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on Serviced Companion Loans;


(ii)                                all payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including Prepayment Premiums, Yield
Maintenance Charges and Default Interest;


(iii)                              late payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses of
the Trust (other than Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);


(iv)                            all Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced
Gain-on-Sale Proceeds) received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation
Proceeds that are received in connection with the purchase by the Master Servicer, the Special Servicer, the Holders of the majority of
the Controlling Class, or the Holders of the Class R Certificates of all the Mortgage Loans and any REO Properties in the Trust Fund and
that are to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01 and (B) any proceeds that
are received in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a securitization by the related Mortgage
Loan Seller, which shall be paid directly to the servicer of such securitization) together with any recovery of Unliquidated Advances
in respect of the related Mortgage Loans;


(v)                               any amounts required to be transferred from the applicable REO Account pursuant to Section 3.14(c);


(vi)                            any amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred
with respect to Permitted Investments of funds held in the Collection Account; and


(vii)                         any amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection
with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


Notwithstanding the foregoing
requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer would be authorized
to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be entitled to instead immediately
pay such amount directly to the Person(s) entitled thereto; provided that such amounts shall be applied in accordance with the
terms hereof and shall be reported as if deposited in the Collection Account and then withdrawn.


The foregoing requirements
for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the
foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary statements or demands, assumption
fees, Modification Fees, extension fees, defeasance fees, amounts collected for Mortgagor checks returned for insufficient funds or other
amounts the Master Servicer or the Special Servicer would be entitled to retain as additional servicing




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compensation need not be deposited by the Master
Servicer in the Collection Account. If the Master Servicer shall deposit in the Collection Account any amount not required to be deposited
therein, it may at any time withdraw such amount from the Collection Account, any provision herein to the contrary notwithstanding. Assumption,
extension and Modification Fees actually received from Mortgagors on Specially Serviced Loans shall be promptly delivered to the Special
Servicer as additional servicing compensation.


Upon receipt of any of the
foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced Loans, the Special Servicer
shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection Account, in accordance
with this Section 3.04(a), provided, that to the extent that any of the foregoing amounts are received after 2:00 p.m. (Eastern
Time) on any given Business Day, the Special Servicer shall use commercially reasonable efforts to remit such amounts within one (1) Business
Day of receipt of such amount, but, in any event, the Special Servicer shall remit such amounts to the Master Servicer within two (2)
Business Days of receipt of such amounts. Any such amounts received by the Special Servicer with respect to an REO Property shall be deposited
by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Collection Account, pursuant to
Section 3.14(c). With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall
endorse without recourse or warranty such check to the order of the Master Servicer and shall promptly deliver any such check to the Master
Servicer by overnight courier. Funds in the Collection Account may only be invested in Permitted Investments in accordance with the provisions
of Section 3.06. As of the Closing Date, the Collection Account shall be located at the offices of Midland Loan Services, a Division
of PNC Bank, National Association. The Master Servicer shall give written notice to the Trustee, the Special Servicer, the Certificate
Administrator and the Depositor of the new location of the Collection Account prior to any change thereof.


For purposes of determining
amounts to be deposited in the Collection Account in respect of the related Mortgage Loan, the Master Servicer shall determine the allocation
of such amounts in accordance with the related Intercreditor Agreement.


(b)              
The Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution
Account and the Interest Reserve Account in trust for the benefit of the Certificateholders, (ii) the Gain-on-Sale Reserve Account
(if established) for the benefit of the Certificateholders and (iii) the Upper-Tier REMIC Distribution Account in trust for the
benefit of the Certificateholders. The Master Servicer shall deliver to the Certificate Administrator each month on or before the P&I
Advance Date therein, for deposit in the Lower-Tier REMIC Distribution Account, that portion of the Available Funds attributable to
the Mortgage Loans (in each case calculated without regard to clauses (a)(iii)(B), (a)(iv), (c) and (d)
of the definition of Available Funds) for the related Distribution Date then on deposit in the Collection Account after giving effect
to withdrawals of funds pursuant to Section 3.05(a)(ii). For the avoidance of doubt, so long as Computershare Trust Company, National
Association is the Certificate Administrator, all funds held in the Distribution Account and the Interest Reserve Account shall remain
uninvested.


With respect to each Companion
Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain the Companion Distribution




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Account, which may be a subaccount of the Collection
Account, for distributions to each Companion Holder. Funds in the Companion Distribution Account shall be held for the benefit of the
related Companion Holder. The Companion Paying Agent shall separately track for each Serviced Companion Loan all amounts deposited in
the Companion Distribution Account with respect to such Serviced Companion Loan.


On each Serviced Whole Loan
Remittance Date, (1) first, the Master Servicer shall withdraw from the Collection Account (or applicable portion thereof) an aggregate
amount equal to all payments and/or collections actually received on, and payable in respect of, the applicable Serviced Companion Loan
prior to such date and deposit such amount in the Companion Distribution Account; provided, however, that in no event shall
the Master Servicer be required to transfer to the Companion Distribution Account any portion thereof that is payable or reimbursable
to or at the direction of any party to this Agreement under the other provisions of this Agreement and/or the related Intercreditor Agreement;
and (2) then, the Companion Paying Agent shall make the payments and remittance described in Section 4.01(l). With respect
to any Serviced Whole Loan, in the event the Master Servicer has received written notice that an Other Servicer or Other Trustee has made
an advance of a monthly debt service payment on a related Serviced Pari Passu Companion Loan and the Master Servicer subsequently receives
late collections in respect of such advanced payment, the Master Servicer shall remit to the applicable Other Servicer or Other Trustee,
within two (2) Business Days following receipt of such late collections in properly identified funds, the amount allocable to such
Serviced Pari Passu Companion Loan in accordance with the terms of this Agreement and the related Intercreditor Agreement.


The Lower-Tier REMIC
Distribution Account, the Upper-Tier REMIC Distribution Account, the Interest Reserve Account and, if established, the Gain-on-Sale
Reserve Account, may be subaccounts of a single Eligible Account, which shall be maintained as a segregated account separate from other
accounts.


In addition to the amounts
required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04, the Master Servicer shall,
as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account:


(i)                                   any amounts required
to be deposited by the Master Servicer pursuant to Section 3.17(a) as Compensating Interest Payments (other than the portion of
any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection with Prepayment Interest Shortfalls;


(ii)                                any P&I
Advances required to be made by the Master Servicer in accordance with Section 4.03;


(iii)                             any Liquidation
Proceeds paid by the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates
in connection with the purchase of all of the Mortgage Loans and any REO Properties in the Trust Fund pursuant to Section 9.01
(exclusive of that portion thereof required to be deposited in the Collection Account pursuant to Section 9.01);




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(iv)                            any Prepayment
Premiums and Yield Maintenance Charges with respect to the Mortgage Loans actually collected; and


(v)                               any other amounts
required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any provision of this Agreement.


If, as of the close of business
(New York City time) on any P&I Advance Date or on such other date as any amount referred to in the foregoing clauses (i)
through (v) are required to be delivered hereunder, the Master Servicer shall not have delivered to the Certificate Administrator
for deposit in the Lower-Tier REMIC Distribution Account, the amounts required to be deposited therein pursuant to the provisions
of this Agreement (including any P&I Advance with respect to the Mortgage Loans, pursuant to Section 4.03(a)), the Master Servicer
shall pay the Certificate Administrator interest on such late payment at the Prime Rate from and including the date such payment was required
to be made (without regard to any Grace Period set forth in Section 7.01(a)(i)) until (but not including) the date such late payment
is received by the Certificate Administrator.


The Certificate Administrator
shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account any and all amounts received by the Certificate Administrator
that are required by the terms of this Agreement to be deposited therein.


Promptly on each Distribution
Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account and deposit in the
Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier Distribution
Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date allocated in payment of the
Lower-Tier Regular Interests as specified in Section 4.01(a), Section 4.01(c) and Section 4.01(f), respectively.


Funds on deposit in the Interest
Reserve Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account or if established, the Gain-on-Sale
Reserve Account, shall not be invested for so long as Computershare Trust Company, National Association is the Certificate Administrator;
provided, however, that such funds may be invested and, if invested, shall be invested by, and at the risk of, the Certificate
Administrator (but only if the Certificate Administrator is not Computershare Trust Company, National Association) in Permitted Investments
selected by the party hereunder that maintains such account which shall mature, unless payable on demand, not later than such time on
the Distribution Date which will allow the Certificate Administrator to make withdrawals from the Distribution Account, and any such Permitted
Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Permitted Investments to be administered
by the Certificate Administrator, shall be made in the name of “Computershare Trust Company, National Association, as Certificate
Administrator, for the benefit of Computershare Trust Company, National Association, as Trustee for the Holders of the BBCMS Mortgage
Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18 as their interests may appear”, or in the name
of any successor trustee, as Trustee for the Holders of the BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates,
Series 2022-C18 as their interests may appear. None of the Trust, the Depositor, the Mortgagors, the Master Servicer or the Special Servicer
shall be liable for any loss incurred on such Permitted Investments.




    	 	-171-	 



    


    

An amount equal to all income
and gain realized from any such investment shall be paid to the Certificate Administrator as additional compensation and shall be subject
to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the
account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset by income from other investments)
in the Distribution Accounts, as the case may be, out of its own funds immediately as realized. If the Certificate Administrator deposits
in or transfers to the Distribution Accounts, as the case may be, any amount not required to be deposited therein or transferred thereto,
it may at any time withdraw such amount or retransfer such amount from the Distribution Accounts, as the case may be, any provision herein
to the contrary notwithstanding.


On the Closing Date, the
Depositor shall deposit $300,000 with the Certificate Administrator, to be credited to the Legal Fee Reserve Account. Funds held in the
Legal Fee Reserve Account shall remain uninvested. Annually, on or about April 1st beginning 2023, upon receipt by the Certificate
Administrator from the Depositor of a legal invoice related to Commission compliance matters, the Certificate Administrator shall pay
such legal invoice from and solely to the extent of funds then on deposit in the Legal Fee Reserve Account. Any such instruction shall
be sent by email to cts.cmbs.bond.admin@wellsfargo.com, along with a copy of the invoice, and a subject line reference of “BBCMS
2022-C18 - Legal Fee Reserve Account”. The Legal Fee Reserve Account will not be a part of the Trust Fund or either Trust REMIC.
The Depositor will be the beneficial owner of the Legal Fee Reserve Account for all federal income tax purposes, and shall be taxable
on all income earned therefrom.


Upon the depletion of the
Legal Fee Reserve Account, or if there are insufficient funds to pay any invoice, the Certificate Administrator shall notify the Depositor,
and thereafter the Depositor shall pay any additional legal invoices from its own funds and the Certificate Administrator shall have no
responsibility in connection therewith.


The Certificate Administrator
shall have no responsibility for verifying the accuracy, reasonableness, or appropriateness of any invoice received. On the final Distribution
Date, the Certificate Administrator shall pay to the Depositor any funds then remaining in the Legal Fee Reserve Account in accordance
with directions provided by the Depositor.


As of the Closing Date, the
Interest Reserve Account, the Upper-Tier REMIC Distribution Account, and the Lower-Tier REMIC Distribution Account shall be located
at the offices of the Certificate Administrator. The Certificate Administrator shall give notice to the Trustee, the Master Servicer and
the Depositor of the proposed location of the Interest Reserve Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier
REMIC Distribution Account, and, if established, the Gain-on-Sale Reserve Account prior to any change thereof.


For the avoidance of doubt,
the Collection Account (other than the Companion Distribution Account, if it is a sub-account of the Collection Account), the Lower-Tier
REMIC Distribution Account, the Gain-on-Sale Reserve Account, any Servicing Account, the REO Account and the Interest Reserve
Account (including interest, if any, earned on the investment of funds in such accounts) will be owned by the Lower-Tier REMIC; the
Companion Distribution Account (including interest, if any, earned on the investment of funds in such account) will be owned by the Companion
Holders; and the Upper-Tier REMIC Distribution Account (including




    	 	-172-	 



    


    

interest, if any, earned on the investment
of funds such account) will be owned by the Upper-Tier REMIC, each for federal income tax purposes.


(c)              
[RESERVED.]


(d)              
[RESERVED.]


(e)              
[RESERVED.]


(f)               
[RESERVED.]


(g)              
The Certificate Administrator shall establish (upon notice from the Special Servicer of an event occurring that generates Gain-on-Sale
Proceeds) and maintain the Gain-on-Sale Reserve Account for the benefit of the Certificateholders. The Gain-on-Sale Reserve Account
shall be maintained as an Eligible Account (or as a subaccount of an Eligible Account), separate and apart from trust funds for mortgage
pass-through certificates of other series administered by the Certificate Administrator.


Upon the disposition of any
REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will calculate the Gain-on-Sale
Proceeds, if any, realized that are allocable to the Mortgage Loan and any gain that is allocable to any related Serviced Companion Loan
in connection with such sale and remit such funds to the Master Servicer on the later of (x) the date that is on or prior to each Determination
Date or (y) two (2) Business Days after such amounts are received and properly identified and determined to be available, along with a
notation of the amount of Gain-on-Sale Proceeds in the CREFC® REO Liquidation Report. On the related Remittance Date, the
Master Servicer shall remit such Gain-on-Sale Proceeds to the Certificate Administrator, who shall deposit such funds into the Gain-on-Sale
Reserve Account. Any gain on such disposition that is allocable to any related Companion Loan in accordance with the terms of the related
Intercreditor Agreement shall be remitted to the Companion Paying Agent for deposit into the Companion Distribution Account.


(h)              
Any Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced
PSA shall be remitted to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account.


(i)                
[RESERVED].


(j)                
[RESERVED].


(k)              
If any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(f)
of this Agreement, the Special Servicer shall establish and maintain one or more accounts (collectively, the “Loss of Value Reserve
Fund”) to be held for the benefit of the Certificateholders, for purposes of holding such Loss of Value Payments. Each account
that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account of an Eligible Account. The Special
Servicer shall, within two (2) Business Days of receipt of properly identified and available Loss of Value Payments, deposit in the
Loss of Value Reserve Fund all Loss of Value Payments received by it. The Certificate Administrator shall account for the Loss of Value
Reserve Fund as an outside reserve fund within




    	 	-173-	 



    


    

the meaning of Treasury Regulations Section 1.860G-2(h)
and not an asset of either Trust REMIC. Furthermore, for all federal tax purposes, the Certificate Administrator shall (i) treat
amounts paid out of the Loss of Value Reserve Fund through the Collection Account to the Certificateholders as paid to and distributed
by the Trust REMICs and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage
Loan Seller as distributions by the Trust to such Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund. The applicable
Mortgage Loan Seller will be the beneficial owner of the Loss of Value Reserve Fund for all federal income tax purposes, and shall be
taxable on all income earned thereon.


Section 3.05       
Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account. (a)  The
Master Servicer may, from time to time, make withdrawals from the Collection Account (or the applicable subaccount of the Collection Account
exclusive of the Companion Distribution Account) for any of the following purposes (the following not being an order of priority and without
duplication of the same payment or reimbursement):


(i)               
(A) no later than 4:00 p.m., New York City time, on or before each P&I Advance Date, to remit to the Certificate Administrator
for deposit in the Lower-Tier REMIC Distribution Account the amounts required to be remitted by the Master Servicer pursuant to the
first paragraph of Section 3.04(b) or that may be applied to make P&I Advances pursuant to Section 4.03(a); and (B) pursuant
to the second paragraph of Section 3.04(b), to remit to the Companion Paying Agent for deposit in the Companion Distribution Account
the amounts required to be so deposited with respect to the Companion Loans;


(ii)              
(A) to pay itself (or, with respect to any Transferable Servicing Interest, to pay Midland Loan Services, a Division of PNC Bank,
National Association if Midland Loan Services, a Division of PNC Bank, National Association is no longer the Master Servicer, any such
interest pursuant to Section 3.11(a)) unpaid Servicing Fees in respect of each Mortgage Loan, Serviced Companion Loan, Specially
Serviced Loan, and REO Loan, as applicable, the Master Servicer’s rights to payment of Servicing Fees pursuant to this clause (ii)(A)
with respect to any Mortgage Loan, related Serviced Companion Loan, Specially Serviced Loan or REO Loan, as applicable, being limited
to amounts received on or in respect of such Mortgage Loan or related Serviced Companion Loan (whether in the form of payments, Liquidation
Proceeds or Insurance and Condemnation Proceeds) or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance
and Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) to pay the Special Servicer any unpaid Special
Servicing Fees, Liquidation Fees and Workout Fees in respect of each Specially Serviced Loan or REO Loan or Corrected Loan, as applicable,
and any expense incurred by the Special Servicer in connection with performing any inspections pursuant to Section 3.12(a), remaining
unpaid first, out of related REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds and collections in respect
of the related Specially Serviced Loan (provided that, in the case of such payment relating to a Serviced Whole Loan, such payment
shall be made, subject to the terms of the related Intercreditor Agreement with respect to a Serviced Whole Loan, first, from any
related AB Subordinate Companion Loan, as applicable, and then, pro rata and pari passu, from the related Mortgage
Loan and any related Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances) and then
out of general




    	 	-174-	 



    


    

collections on the Mortgage Loans and
REO Properties, (C) to pay the Operating Advisor (or the Master Servicer, if applicable) any unpaid Operating Advisor Fees or Operating
Advisor Consulting Fees in respect of each Mortgage Loan, Specially Serviced Loan or REO Loan (other than any related Companion Loan),
as applicable, the Operating Advisor’s right to payment of the Operating Advisor Fee or Operating Advisor Consulting Fee pursuant
to this clause (ii)(C) with respect to any Mortgage Loan, Specially Serviced Loan or REO Loan (other than any related Companion
Loan), as applicable, being limited to amounts received on or in respect of such Mortgage Loan (whether in the form of payments, P&I
Advances (solely with respect to the Operating Advisor Fee), Liquidation Proceeds or Insurance and Condemnation Proceeds), such REO Loan
(whether in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of
interest thereon, and (D) to pay the Asset Representations Reviewer, any unpaid Asset Representations Reviewer Fee and (subject to
Section 12.02(b)) Asset Representations Reviewer Asset Review Fee, if any, payable in connection with any Asset Review performed
as a result of an Affirmative Asset Review Vote;


(iii)              to
reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s or the
Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which represent
Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and REO Loans with
respect to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement of P&I
Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from any amounts collected
with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing
shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect
to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB
Subordinate Companion Loans) prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection
Account; provided, further, that if such P&I Advance with respect to a Mortgage Loan becomes a Workout-Delayed
Reimbursement Amount, then the maker of such P&I Advance shall additionally, but without duplication, thereafter be entitled to reimbursement
for such P&I Advance from the portion of general collections and recoveries on or in respect of the Mortgage Loans and REO Properties
on deposit in the Collection Account from time to time that represent collections or recoveries of principal to the extent provided in
clause (v) below; and provided, further, that if such Advance becomes a Nonrecoverable Advance, then such
Advance shall be reimbursable pursuant to clause (v) below;


(iv)              to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances, the Master
Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment pursuant to this clause (iv)
with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any related Companion Loan or any REO Property
being limited to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation Proceeds and REO Revenues (provided
that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursements shall be made, subject to the terms
of the related Intercreditor




    	 	-175-	 



    


    

Agreement with respect to a Serviced
Whole Loan, first, from any related AB Subordinate Companion Loan (if any) and then, pro rata and pari passu,
from the related Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal
balances (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the
terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated
to the related Serviced Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans)), prior to reimbursement
from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account related to any Mortgage Loan; provided,
however, that if such Servicing Advance becomes a Workout-Delayed Reimbursement Amount, then the maker of such Servicing Advance
shall additionally, but without duplication, thereafter be entitled to reimbursement for such Servicing Advance from the portion of general
collections and recoveries on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to
time that represent collections or recoveries of principal to the extent provided in clause (v) below; provided, further,
that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


(v)              
to reimburse the Trustee, the Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances first,
out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related Mortgage Loan and any
related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances made with respect thereto), then,
out of the principal portion of general collections on the Mortgage Loans and REO Properties, then, to the extent the principal
portion of general collections is insufficient and with respect to such excess only, subject to any exercise of the sole option to defer
reimbursement thereof pursuant to Section 3.17(c), out of general collections on the Mortgage Loans and REO Properties, (2) for
Workout-Delayed Reimbursement Amounts, out of the principal portion of the general collections on the Mortgage Loans and REO Properties
net of such amounts being reimbursed pursuant to sub-clause (1) above; (provided that, in case of such reimbursement
of a Nonrecoverable Servicing Advance relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the
related Intercreditor Agreement with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan (if
any) and then, pro rata and pari passu, from the related Mortgage Loan and any related Serviced Pari Passu Companion
Loan in accordance with their respective outstanding principal balances and provided, further, that, in case of such reimbursement
with respect to Nonrecoverable Servicing Advances relating to a Serviced Whole Loan, such reimbursement shall be made, as described above
in this clause (v)(1) and (v)(2), from funds related to such Serviced Whole Loan prior to reimbursement from other
funds unrelated to such Serviced Whole Loan on deposit in the Collection Account; provided, further, that with respect to
a Serviced Mortgage Loan, reimbursement of Nonrecoverable P&I Advances from funds collected from the related Serviced Whole Loan shall
be made only from amounts collected with respect to such Serviced Mortgage Loan (and not from any amounts collected with respect to the
related Serviced Companion Loan), in accordance with the terms of the related Intercreditor Agreement (provided that, with respect
to any AB Subordinate Companion Loan, the foregoing with respect to




    	 	-176-	 



    


    

Nonrecoverable Servicing Advances and
Nonrecoverable P&I Advances shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which
any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan, any Serviced Pari Passu
Companion Loans or AB Subordinate Companion Loans), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit
in the Collection Account related to any Mortgage Loan) or (3) to pay itself, with respect to any Mortgage Loan, any related Companion
Loan, if applicable, or REO Property any related earned Servicing Fee that remained unpaid in accordance with clause (ii)
above following a Final Recovery Determination made with respect to such Mortgage Loan or REO Property and the deposit into the Collection
Account of all amounts received in connection therewith;


(vi)               at
such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer for a related
securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance (including
any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii) or clause (v)
above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued and payable thereon in
accordance with Section 4.03(d) or Section 3.11(d), (b) any unreimbursed Servicing Advances (including any such
Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv) or clause (v)
above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest accrued
and payable thereon in accordance with Section 3.03(d) or 3.11(d) or (c) any Nonrecoverable Advances pursuant to
clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may
be, any interest accrued and payable thereon; provided that in all events, subject to the related Intercreditor Agreement, interest
on P&I Advances on any Serviced Mortgage Loan shall not be paid from funds actually distributable to any related Serviced Companion
Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the
terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated
to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and any AB Subordinate Companion Loans);


(vii)             to
reimburse itself, the Special Servicer, the Asset Representations Reviewer or the Trustee, as the case may be, for any unreimbursed expenses
reasonably incurred by such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation of the applicable
Mortgage Loan Seller or any other obligation of the Mortgage Loan Seller under Section 5 of the applicable Mortgage Loan Purchase Agreement,
including, without limitation, any expenses arising out of the enforcement of the repurchase or substitution obligation or any other
obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this clause (vii) with
respect to any Mortgage Loan being limited to that portion of the Purchase Price, the Loss of Value Payment or Substitution Shortfall
Amount paid with respect to such Mortgage Loan, that represents such expense in accordance with clause (iv) of the definition
of Purchase Price;




    	 	-177-	 



    


    

(viii)          in accordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, first, out
of Liquidation Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan, and then
out of general collections on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred by such Person in
connection with the enforcement of the applicable Mortgage Loan Seller’s obligations under Section 5 of the applicable Mortgage
Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable pursuant to clause (vii) above or
otherwise; provided that, in case of such reimbursement out of Liquidation Proceeds, and Insurance and Condemnation Proceeds described
above relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement
with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan and then, pro rata and
pari passu, from the related Serviced Pari Passu Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance
with their respective outstanding principal balances (provided that, with respect to any AB Subordinate Companion Loan, the foregoing
shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect
to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate
Companion Loans), in each case, prior to being payable out of general collections with respect to the Mortgage Loans;


(ix)               to
pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues, Liquidation Proceeds,
Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or REO Loan and then out
of general collections on the Mortgage Loans and REO Properties; provided that, in case of such reimbursement relating to a Serviced
Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement with respect to a Serviced
Whole Loan, first, from any related AB Subordinate Companion Loan and then, pro rata and pari passu, from
the related Serviced Pari Passu Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance with their respective
outstanding principal balances (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit
or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related
Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion
Loans), in each case, prior to being payable out of general collections with respect to the Mortgage Loan;


(x)              
to pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest and investment
income earned in respect of amounts relating to the Trust Fund held in the Collection Account and the Companion Distribution Account as
provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the Collection Account and the
Companion Distribution Account for the period from and including the prior Distribution Date to and including the P&I Advance Date
related to such Distribution Date) and (2) Penalty Charges (other than Penalty Charges collected while the related Mortgage Loan
and any related Serviced Companion Loan is a Specially Serviced Loan), but only to the extent collected from the




    	 	-178-	 



    


    

related Mortgagor and to the extent that
all amounts then due and payable with respect to the related Mortgage Loan and any related Serviced Companion Loan have been paid and
such Penalty Charges are not needed to pay interest on Advances or costs and expenses incurred by the Trust (other than Special Servicing
Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d); and (b) to pay the Special Servicer, as additional
servicing compensation in accordance with Section 3.11(c), Penalty Charges collected on Specially Serviced Loans (but only to the
extent collected from the related Mortgagor and to the extent that all amounts then due and payable with respect to the related Specially
Serviced Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses incurred by the
Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d));


(xi)                              to pay itself
the difference, if positive, between Prepayment Interest Excess and Prepayment Interest Shortfalls collected on the Mortgage Loans (other
than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan, during the related Collection Period to the extent not required
to be paid as Compensating Interest Payments;


(xii)                           to recoup any
amounts deposited in the Collection Account in error;


(xiii)                        to pay itself,
the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of their respective directors,
officers, members, managers, employees and agents, or CREFC®, as the case may be, out of general collections, any amounts
payable to any such Person pursuant to Section 3.11(g), Section 6.04(a) or Section 6.04(b); provided that,
in the case of such reimbursement (other than a reimbursement of any amounts payable to CREFC®) relating to a Serviced
Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement, with respect to a Serviced
Whole Loan, first, from any related AB Subordinate Companion Loan and then, pro rata and pari passu, from
the related Serviced Pari Passu Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance with their respective
outstanding principal balances (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit
or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related
Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion
Loans), in each case, prior to being payable out of general collections with respect to the Mortgage Loans;


(xiv)                       to pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(b), 3.15(b),
3.18(b), 3.18(d), 3.18(i), 3.18(m), 5.08(a) and 10.01(g) to the extent payable out of the Trust
Fund, (b) the cost of any Opinion of Counsel contemplated by Section 13.01(a) or Section 13.01(c) in connection with
an amendment to this Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance of the rights and interests
of Certificateholders and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a); provided that,
in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related
Intercreditor Agreement (i) with respect to the related Serviced Pari Passu Whole Loan, pro rata and pari passu, from
the related Serviced Pari




    	 	-179-	 



    


    

Passu Mortgage Loan and Serviced Pari
Passu Companion Loan in accordance with their respective outstanding principal balances or (ii) with respect to a Serviced AB Whole
Loan, first, from the related AB Subordinate Companion Loan (if any) and then, from the related Serviced AB Mortgage Loan
and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any
AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant
to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced
Pari Passu Companion Loans and the AB Subordinate Companion Loan), in each case, prior to being payable out of general collections with
respect to the Mortgage Loans;


(xv)                          to pay out of
general collections on the Mortgage Loans and the REO Properties any and all federal, state and local taxes imposed on either Trust REMIC,
or any of their assets or transactions, together with all incidental costs and expenses, to the extent that none of the Master Servicer,
the Special Servicer, the Certificate Administrator or the Trustee is liable therefor pursuant to Section 10.01(h);


(xvi)                       to reimburse
the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties for expenses incurred by and reimbursable
to it by the Trust pursuant to Section 10.01(d);


(xvii)                    to pay the
applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any, previously purchased by such Person
pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods after the date of purchase;
or, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated by Section 2.03(b), to pay such
Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received thereon subsequent to the date of substitution,
and with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments due thereon during or prior to the month
of substitution, in accordance with Section 2.03(b);


(xviii)                 to remit
to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited in the Interest Reserve
Account pursuant to Section 3.21;


(xix)                        to reimburse
the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant to Section 3.26(i);


(xx)                           to remit to
the Companion Paying Agent for deposit into the Companion Distribution Account the amounts required to be deposited pursuant to Section
3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i) above;


(xxi)                       [RESERVED];


(xxii)                     to clear and
terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01; and




    	 	-180-	 



    


    

(xxiii)                 to pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


The Master Servicer shall
also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary for the payments or reimbursement
of amounts required to be paid to the applicable Non-Serviced Trust, the applicable Non-Serviced Master Servicer, the applicable
Non-Serviced Special Servicer, the applicable Non-Serviced Trustee, the applicable Non-Serviced Paying Agent or any other
applicable party to the applicable Non-Serviced PSA by the holder of a Non-Serviced Mortgage Loan pursuant to or as contemplated
by this Agreement, the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced PSA.


The Master Servicer shall
keep and maintain separate accounting records, on a loan-by-loan basis and, when appropriate, on a property-by-property basis,
for the purpose of justifying any withdrawal from the Collection Account.


The Master Servicer shall
pay to the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer from
the Collection Account amounts permitted to be paid to it therefrom monthly upon receipt of a certificate of a Servicing Officer of the
Special Servicer, or an officer of the Operating Advisor or the Asset Representations Reviewer or a Responsible Officer of the Trustee
or the Certificate Administrator describing the item and amount to which the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor or the Asset Representations Reviewer is entitled. The Master Servicer may rely conclusively on any such certificate
and shall have no duty to recalculate the amounts stated therein. The Special Servicer shall keep and maintain separate accounting for
each Specially Serviced Loan and REO Loan, on a loan-by-loan and, when appropriate, on a property-by-property basis, for
the purpose of justifying any request for withdrawal from the Collection Account.


Notwithstanding anything
to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer out of general
collections that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise be payable
to the related Companion Loan(s), as applicable.


(b)                               The Certificate Administrator
may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for any of the following purposes (the following
not being an order of priority):


(i)                                   to be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount of any
Prepayment Premiums and Yield Maintenance Charges distributable pursuant to Section 4.01(f) in the Upper-Tier REMIC Distribution
Account, and to make distributions on the Class R Certificates in respect of the Class LR Interest pursuant to Section 4.01(c);




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(ii)                                to pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the case
may be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


(iii)                             to pay the Certificate Administrator and the Trustee, the Certificate Administrator Fee and the Trustee Fee, as applicable, as
contemplated by Section 8.05(a) with respect to the Mortgage Loans;


(iv)                            to pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator
as provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer as contemplated by Section 3.18(d), (C) the Trustee or the Certificate
Administrator as contemplated by Section 5.08(c) or Section 8.02 to the extent payable out of the Trust Fund, (D) the
Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 10.01(g) or Section
10.01(m) to the extent payable out of the Trust Fund, or (E) the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer as contemplated by Section 13.01(a) or Section 13.01(c) in connection with any amendment to this
Agreement requested by the Trustee or the Certificate Administrator, which amendment is in furtherance of the rights and interests of
Certificateholders, in each case, to the extent not paid pursuant to Section 13.01(g);


(v)                               to pay any and
all federal, state and local taxes imposed on either Trust REMIC or on the assets or transactions of any such Trust REMIC, together with
all incidental costs and expenses, to the extent none of the Trustee, the Certificate Administrator, the REMIC Administrator, the Master
Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(h);


(vi)                            to pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(d) with respect to the Lower-Tier
REMIC or the Upper-Tier REMIC;


(vii)                         to pay to the Master Servicer any amounts deposited by the Master Servicer in the Distribution Accounts not required to be deposited
therein;


(viii)                      to clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section
9.01; and


(ix)                              termination of this Agreement pursuant to Section 9.01.


(c)              
 [RESERVED.]


(d)                               The Certificate Administrator
shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account for any of the following purposes:


(i)                                   to make distributions
to the Holders of the Regular Certificates (and to the Holders of the Class R Certificates in respect of the Class UR Interest) on each
Distribution Date pursuant to Section 4.01 or Section 9.01, as applicable; and




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(ii)                                to clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section
9.01.


(iii)                                  [RESERVED].


(e)                                Notwithstanding anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the Collection
Account and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee listed in Section
3.05(a)(ii), the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate Administrator Fee listed in Section
3.05(b)(iii), then the Certificate Administrator Fee shall be paid in full prior to the payment of any Servicing Fees payable under
Section 3.05(a)(ii) and then, after payment of Servicing Fees, the Operating Advisor Fees payable under Section 3.05(a)(ii)
and in the event that amounts on deposit in the Collection Account and the Lower-Tier REMIC Distribution Account are not sufficient
to pay the full amount of such Certificate Administrator Fee, the Certificate Administrator shall be paid based on the amount of such
fees and (ii) if amounts on deposit in the Collection Account are not sufficient to reimburse the full amount of Advances and interest
thereon listed in Section 3.05(a)(ii), Section 3.05(a)(iii), Section 3.05(a)(iv), Section 3.05(a)(v) and Section
3.05(a)(vi) then reimbursements shall be paid first to the Certificate Administrator and to the Trustee, pro rata, second
to the Special Servicer, third to the Master Servicer and then to the Operating Advisor.


(f)                                  If any Loss of Value
Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related Serviced REO Property, then
the Special Servicer shall promptly upon written direction from the Master Servicer (provided that, (1) with respect to clause
(iv) below, the Special Servicer shall have provided notice to the Master Servicer of the occurrence of such Liquidation Event and (2)
with respect to clause (v) below, the Certificate Administrator shall have provided the Master Servicer and the Special
Servicer with five Business Days’ prior notice of such final Distribution Date) transfer such Loss of Value Payments (up to the
remaining portion thereof) from the Loss of Value Reserve Fund to the Master Servicer for deposit into the Collection Account for the
following purposes:


(i)                                   to reimburse
the Master Servicer, the Special Servicer or the Trustee, in accordance with Section 3.05(a) of this Agreement, for any Nonrecoverable
Advance made by such party with respect to such Mortgage Loan or any related Serviced REO Property (together with any interest on such
Advances);


(ii)                                to pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment of, any expense
or Liquidation Fee relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if not paid out of such Loss
of Value Payments, would constitute an additional expense of the Trust;


(iii)                             to offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case may be
(as calculated without regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage Loan or any related
successor REO Loan;




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(iv)                            following the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related Serviced REO Property and any
related transfers from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii)
as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii) in respect of
any other Mortgage Loan or Serviced REO Loan; and


(v)                               On the final Distribution Date after all distributions have been made as set forth in clause (i) through (iv) above,
to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed by such
Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses that are attributable
to such Mortgage Loan or related REO Property, as the case may be, additional trust fund expenses or any Nonrecoverable Advances incurred
with respect to the Mortgage Loan related to such contribution.


(g)                               Any Loss of Value Payments transferred to the Collection Account pursuant to clauses (i)-(iii) of the prior paragraph
shall be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor REO Loan with
respect thereto for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to the Collection Account
pursuant to clause (iv) of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust in respect of
the related Mortgage Loan or REO Loan for which such Loss of Value Payments are being transferred to the Collection Account to cover an
item contemplated by clauses (i)-(iv) of the prior paragraph.


(h)                               The Companion Paying
Agent may, from time to time, make withdrawals from the Companion Distribution Account to make distributions pursuant to Section 4.01(l).


Section 3.06                          Investment of Funds in the Collection Account, the REO Account and Loss of Value Reserve Fund. (a)
The Master Servicer may direct any depository institution maintaining the Collection Account, the Companion Distribution Account, or any
Servicing Account (for purposes of this Section 3.06, an “Investment Account”), the Special Servicer may direct
any depository institution maintaining the REO Account and Loss of Value Reserve Fund (also for purposes of this Section 3.06,
an “Investment Account”) to invest or if it is such depository institution, may itself invest, the funds held therein, only
in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later
than the Business Day immediately preceding the next succeeding date on which funds are required to be withdrawn from such account pursuant
to this Agreement, if a Person other than the depository institution maintaining such account is the obligor thereon and (ii) no
later than the date on which funds are required to be withdrawn from such account pursuant to this Agreement, if the depository institution
maintaining such account is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable on demand. Any
funds held in an Investment Account shall be held in the name of the Master Servicer or the Special Servicer, as the case may be, on behalf
of the Trustee (in its capacity as such) for the benefit of the Certificateholders. The Master Servicer (in the case of the Collection
Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer), the Special Servicer (in
the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) on behalf
of the Trustee, shall maintain continuous physical possession of




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any Permitted Investment of amounts in the
Collection Account, such Companion Distribution Account, such Servicing Accounts, such Loss of Value Reserve Fund or such REO Account,
as applicable, that is either (i) a “certificated security,” as such term is defined in the UCC (such that the Trustee
shall have control pursuant to Section 8-106 of the UCC) or (ii) other property in which a secured party may perfect its
security interest by physical possession under the UCC or any other applicable law. In the case of any Permitted Investment held in the
form of a “security entitlement” (within the meaning of Section 8-102(a)(17) of the UCC), the Master Servicer or
the Special Servicer, as the case may be, shall take or cause to be taken such action as the Trustee deems reasonably necessary to cause
the Trustee to have control over such security entitlement. In the event amounts on deposit in an Investment Account are at any time invested
in a Permitted Investment payable on demand, the Master Servicer (in the case of the Collection Account, the Companion Distribution Account
or any Servicing Account maintained by or for the Master Servicer) or the Special Servicer (in the case of the REO Account, Loss of Value
Reserve Fund or any Servicing Account maintained by or for the Special Servicer) shall:


(i)                                   consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted
Investment may otherwise mature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and (b) the
amount required to be withdrawn on such date; and


(ii)                                demand payment of all amounts due thereunder promptly upon determination by the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee, as the case may be, that such Permitted Investment would not constitute a Permitted Investment in respect
of funds thereafter on deposit in the Investment Account.


(b)                               Interest and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account or any
Servicing Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect to such
account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current
Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent (with respect to Servicing Accounts)
not required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal at its direction, in accordance
with Section 3.03 or Section 3.05(a), as the case may be. Interest and investment income realized on funds deposited in
the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer, to the extent of the Net
Investment Earnings, if any, with respect to such account for each period from and including any Distribution Date to and including the
immediately succeeding P&I Advance Date, shall be for the sole and exclusive benefit of the Special Servicer and shall be subject
to its withdrawal in accordance with Section 3.14(c). In the event that any loss shall be incurred in respect of any Permitted
Investment (as to which the Master Servicer or Special Servicer, as the case may be, would have been entitled to any Net Investment Earnings
hereunder) directed to be made by the Master Servicer or the Special Servicer, as the case may be, and on deposit in any of the Collection
Account, the Companion Distribution Account, the Servicing Account, Loss of Value Reserve Fund or the REO Account, the Master Servicer
(in the case of the Collection Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer),
the Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special
Servicer) shall deposit therein, no later than the P&I Advance




    	 	-185-	 



    


    

Date, without right of reimbursement, the amount
of Net Investment Loss, if any, with respect to such account for the period from and including the prior Distribution Date to and including
the P&I Advance Date related to the current Distribution Date; provided that neither the Master Servicer nor the Special Servicer
shall be required to deposit any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result of
the insolvency of the federal or state chartered depository institution or trust company that holds such Investment Account, so long as
such depository institution or trust company satisfied the qualifications set forth in the definition of Eligible Account at the time
such investment was made (and such federal or state chartered depository institution or trust company is not an Affiliate of the Master
Servicer or the Special Servicer, as applicable, unless such depository institution or trust company satisfied the qualification set forth
in the definition of Eligible Account both (x) at the time the investment was made and (y) thirty (30) days prior to such
insolvency).


(c)                                Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted
Investment, or if a default occurs in any other performance required under any Permitted Investment, the Master Servicer may and, upon
the request of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class shall, take such action as may
be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.


Section 3.07                           Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a)
The Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion
Loan) shall use its efforts consistent with the Servicing Standard to cause the Mortgagor to maintain, and the Special Servicer (with
respect to REO Properties other than any Non-Serviced Mortgaged Properties) shall maintain, to the extent required by the terms of
the related Mortgage Loan documents, all insurance coverage as is required under the related Mortgage Loan documents except to the extent
that the failure of the related Mortgagor to do so is an Acceptable Insurance Default (and except as provided in the next sentence with
respect to the Master Servicer or the Special Servicer, as the case may be) or if the Trustee does not have an insurable interest. If
the Mortgagor does not so maintain such insurance coverage or the Mortgaged Property is an REO Property, subject to its recoverability
determination with respect to any required Servicing Advance, the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced
Mortgage Loan) and any related Serviced Companion Loan) or the Special Servicer (with respect to REO Properties other than a Non-Serviced
Mortgaged Property) shall maintain all insurance coverage as is required under the related Mortgage, but only in the event the Trustee
has an insurable interest therein and such insurance is available to the Master Servicer or the Special Servicer, as applicable, and,
if available, can be obtained at commercially reasonable rates, as determined by the Master Servicer (with respect to the Mortgage Loans
(other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) or the Special Servicer (with respect to REO Properties
other than any Non-Serviced Mortgaged Property) (provided that any determination that such insurance coverage is not available
or not available at commercially reasonable rates shall be made (i) prior to the occurrence and continuance of any Control Termination
Event and other than with respect to any Excluded Loan, with the consent of the Directing Certificateholder and (ii) after the occurrence
and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event,
and other than with respect to any Excluded Loan, after consultation with the Directing Certificateholder (or, in each case, with respect
to any




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Serviced AB Whole Loan, prior to the occurrence
and continuance of a related AB Control Appraisal Period, with the consent of the Serviced AB Whole Loan Controlling Holder)) (in the
case of the Directing Certificateholder, other than with respect to any Excluded Loan as to such party), except to the extent that the
failure of the related Mortgagor to do so is an Acceptable Insurance Default as determined by the Master Servicer (with respect to a Non-Specially
Serviced Loan) or the Special Servicer (with respect to a Specially Serviced Loan); provided, however, that if any Mortgage
permits the holder thereof to dictate to the Mortgagor the insurance coverage to be maintained on such Mortgaged Property, the Master
Servicer or, with respect to REO Property, the Special Servicer, as applicable, shall impose or maintain, as applicable, such insurance
requirements as are consistent with the Servicing Standard taking into account the insurance in place at the closing of the Mortgage Loan,
provided that, with respect to the immediately preceding proviso, the Master Servicer shall be obligated to use efforts consistent
with the Servicing Standard to cause the Mortgagor to maintain (or to itself maintain) insurance against property damage resulting from
terrorist or similar acts unless the Mortgagor’s failure is an Acceptable Insurance Default (as determined by the Master Servicer
(with respect to a Non-Specially Serviced Loan) or the Special Servicer (with respect to a Specially Serviced Loan) (i) unless a
Control Termination Event has occurred and is continuing and other than with respect to any Excluded Loan, with the consent of the Directing
Certificateholder and (ii) after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence
and continuance of a Consultation Termination Event, and other than with respect to any Excluded Loan, after consultation with the Directing
Certificateholder (or, in each case, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related
AB Control Appraisal Period, with the consent of the Serviced AB Whole Loan Controlling Holder)) (other than with respect to any Excluded
Loan as to such party), and only in the event the Trustee has an insurable interest therein and such insurance is available to the Master
Servicer or the Special Servicer, as the case may be, and, if available, can be obtained at commercially reasonable rates. The Master
Servicer and the Special Servicer shall be entitled to rely on insurance consultants (at the applicable servicer’s expense) in determining
whether any insurance is available at commercially reasonable rates. Subject to Section 3.15(a) and the costs of such insurance
being reimbursed or paid to the Special Servicer as provided in the third-to-last sentence of this paragraph, the Special Servicer shall
maintain for each REO Property (other than any Non-Serviced Mortgaged Property) no less insurance coverage than was previously required
of the Mortgagor under the related Mortgage Loan documents unless the Special Servicer determines ((i) unless a Control Termination
Event has occurred and is continuing and other than with respect to any Excluded Loan, with the consent of the Directing Certificateholder
and (ii) after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of
a Consultation Termination Event, and other than with respect to any Excluded Loan, after consultation with the Directing Certificateholder
(or, in each case, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal
Period, with the consent of the Serviced AB Whole Loan Controlling Holder)) (other than with respect to any Excluded Loan as to such party),
that such insurance is not available at commercially reasonable rates or that the Trustee does not have an insurable interest, in which
case the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s determination. All Insurance Policies
maintained by the Master Servicer or the Special Servicer shall (i) contain a “standard” mortgagee clause, with loss
payable to the Master Servicer on behalf of the Trustee (in the case of insurance maintained in respect of Mortgage Loans (other than
any Non-Serviced Mortgage Loan), including any related Serviced Companion Loan,




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other than REO Properties) or to the Special
Servicer on behalf of the Trustee (in the case of insurance maintained in respect of REO Properties), (ii) be in the name of the
Trustee (in the case of insurance maintained in respect of REO Properties), (iii) include coverage in an amount not less than the
lesser of (x) the full replacement cost of the improvements securing the Mortgaged Property or the REO Property, as applicable, and
(y) the outstanding principal balance owing on the related Mortgage Loan (including any related Serviced Companion Loan) or REO Loan,
as applicable, and in any event, the amount necessary to avoid the operation of any co-insurance provisions, (iv) include a replacement
cost endorsement providing no deduction for depreciation (unless such endorsement is not permitted under the related Mortgage Loan documents),
(v) be noncancelable without thirty (30) days prior written notice to the insured party (except in the case of nonpayment, in
which case such policy shall not be cancelled without ten (10) days prior notice) and (vi) subject to the first proviso in the
second sentence of this Section 3.07(a), be issued by a Qualified Insurer authorized under applicable law to issue such Insurance
Policies. Any amounts collected by the Master Servicer or the Special Servicer under any such Insurance Policies (other than amounts to
be applied to the restoration or repair of the related Mortgaged Property or REO Property or amounts to be released to the related Mortgagor,
in each case in accordance with the Servicing Standard and the provisions of the related Mortgage Loan documents) shall be deposited in
the Collection Account, subject to withdrawal pursuant to Section 3.05(a). Any costs incurred by the Master Servicer in maintaining
any such Insurance Policies in respect of Mortgage Loans (including any related Serviced Companion Loan) (other than REO Properties and
other than any Non-Serviced Mortgage Loan) (i) if the Mortgagor defaults on its obligation to do so, shall be advanced by the Master
Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable
Advance then such cost shall instead be paid out of the Collection Account) and will be charged to the related Mortgagor and (ii) shall
not, for purposes of calculating monthly distributions to Certificateholders, be added to the unpaid principal balance of the related
Mortgage Loan and Serviced Companion Loan (if any), notwithstanding that the terms of such Mortgage Loan or Serviced Companion Loan so
permit. Any cost incurred by the Special Servicer in maintaining any such Insurance Policies with respect to REO Properties shall be an
expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is
insufficient therefor, advanced by the Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance
and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account). The foregoing
provisions of this Section 3.07 shall apply to any Serviced Whole Loan as if it were a single “Mortgage Loan”. Notwithstanding
any provision to the contrary, the Master Servicer shall not be required to maintain, and will not be in default for failing to obtain,
any earthquake or environmental insurance on any Mortgaged Property unless such insurance was required at the time of origination of the
related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and is currently available at commercially reasonable rates.


Notwithstanding the foregoing,
with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that either (x) require
the Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion for terrorism) or (y) contain
provisions generally requiring the applicable Mortgagor to maintain insurance in types and against such risks as the holder of such Mortgage
Loan (including any related Serviced Companion Loan) reasonably requires from time to time in order to protect its interests, the Master
Servicer shall, consistent with the Servicing Standard, (A) monitor in




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accordance with the Servicing Standard whether
the Insurance Policies for the related Mortgaged Property contain Additional Exclusions; provided that the Master Servicer and
the Special Servicer shall be entitled to conclusively rely upon certificates of insurance in determining whether such policies contain
Additional Exclusions, (B) request the Mortgagor to either purchase insurance against the risks specified in the Additional Exclusions
or provide an explanation as to its reasons for failing to purchase such insurance and (C) if the related Mortgage Loan is a Specially
Serviced Loan, notify the Special Servicer if it has knowledge that any Insurance Policy for a Mortgaged Property contains Additional
Exclusions or if it has knowledge (such knowledge to be based upon the Master Servicer’s compliance with the immediately preceding
clauses (A) and (B) above) that any Mortgagor fails to purchase the insurance requested to be purchased by the
Master Servicer pursuant to clause (B) above. If the Master Servicer (with respect to a Non-Specially Serviced Loan) or the
Special Servicer (with respect to a Specially Serviced Loan) determines in accordance with the Servicing Standard that such failure is
not an Acceptable Insurance Default, the Special Servicer (with regard to such determination made by the Special Servicer) shall notify
the Master Servicer and the Master Servicer shall use efforts consistent with the Servicing Standard to cause such insurance to be maintained.
The Master Servicer and the Special Servicer (at the expense of the Trust) shall be entitled to rely on insurance consultants in making
such determinations. The Master Servicer shall be entitled to rely on insurance consultants (at the expense of the Master Servicer) in
determining whether Additional Exclusions exist. Furthermore, the Master Servicer or the Special Servicer, as applicable, shall promptly
deliver such conclusions in writing to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
for those Mortgage Loans that (i) have one of the ten (10) highest outstanding Stated Principal Balances of all of the Mortgage
Loans then included in the Trust or (ii) comprise more than 5% of the outstanding Stated Principal Balance of the Mortgage Loans
then included in the Trust. During the period that the Master Servicer or the Special Servicer is evaluating the availability of such
insurance or waiting for a response from the Directing Certificateholder or any Companion Holder or, with respect to any Serviced AB Whole
Loan, the related Serviced AB Whole Loan Controlling Holder prior to the occurrence and continuance of an AB Control Appraisal Period,
neither the Master Servicer nor the Special Servicer will be liable for any loss related to its failure to require the Mortgagor to maintain
(or its failure to maintain) such insurance and will not be in default of its obligations as a result of such failure and the Master Servicer
will not itself maintain such insurance or cause such insurance to be maintained.


(b)              
(i) If the Master Servicer or the Special Servicer shall obtain and maintain a blanket Insurance Policy with a Qualified Insurer
insuring against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion Loan, but excluding any
Non-Serviced Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property), as the case may be, required
to be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection equivalent to the individual
policies otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation
to cause fire and hazard insurance to be maintained on the related Mortgaged Properties or REO Properties. Such Insurance Policy may contain
a deductible clause, in which case the Master Servicer or the Special Servicer shall, if there shall not have been maintained on the related
Mortgaged Property or REO Property a fire and hazard Insurance Policy complying with the requirements of Section 3.07(a), and there
shall have been one or more losses which would have been covered by such Insurance Policy, promptly deposit into the Collection Account
from its own funds the amount of such loss or losses that would have been covered under the individual




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policy but are not covered under the blanket
Insurance Policy because of such deductible clause to the extent that any such deductible exceeds the deductible limitation that pertained
to the related Mortgage Loan (including any related Serviced Companion Loan), or in the absence of such deductible limitation, the deductible
limitation which is consistent with the Servicing Standard. In connection with its activities as administrator and Master Servicer of
the Mortgage Loans or any Serviced Companion Loans, the Master Servicer agrees to prepare and present, on behalf of itself, the Trustee
and Certificateholders, claims under any such blanket Insurance Policy in a timely fashion in accordance with the terms of such policy.
The Special Servicer, to the extent consistent with the Servicing Standard, may maintain, earthquake insurance on REO Properties (other
than with respect to a Non-Serviced Mortgaged Property), provided coverage is available at commercially reasonable rates, the cost
of which shall be a Servicing Advance.


(ii)                                If the Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a master single
interest or force-placed Insurance Policy with a Qualified Insurer naming the Master Servicer or the Special Servicer on behalf of the
Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual policies otherwise
required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation to cause such insurance
to be maintained on the related Mortgaged Properties and REO Properties. In the event the Master Servicer or the Special Servicer shall
cause any Mortgaged Property or REO Property to be covered by such master single interest or force-placed Insurance Policy, the incremental
costs of such insurance applicable to such Mortgaged Property or REO Property (i.e., other than any minimum or standby premium
payable for such policy whether or not any Mortgaged Property or REO Property is covered thereby) shall be paid by the Master Servicer
as a Servicing Advance. Such master single interest or force-placed policy may contain a deductible clause, in which case the Master Servicer
or the Special Servicer shall, in the event that there shall not have been maintained on the related Mortgaged Property or REO Property
a policy otherwise complying with the provisions of Section 3.07(a), and there shall have been one or more losses which would have
been covered by such policy had it been maintained, deposit into the Collection Account from its own funds the amount not otherwise payable
under the master single or force-placed interest policy because of such deductible clause, to the extent that any such deductible exceeds
the deductible limitation that pertained to the related Mortgage Loan, including any related Serviced Companion Loan, or, in the absence
of any such deductible limitation, the deductible limitation which is consistent with the Servicing Standard.


(c)                                Each of the Master Servicer and the Special Servicer shall obtain and maintain at its own expense and keep in full force and effect
throughout the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy with a Qualified Insurer covering
losses that may be sustained as a result of an officer’s or employee’s misappropriation of funds or errors or omissions. Such
amount of coverage shall be in such form and amount as are consistent with the Servicing Standard. Coverage of the Master Servicer or
the Special Servicer under a policy or bond obtained by an Affiliate of the Master Servicer or the Special Servicer and providing the
coverage required by this Section 3.07(c) shall satisfy the requirements of this Section 3.07(c). The Special Servicer and
the Master Servicer shall promptly report in writing to the Trustee any material changes that may occur in their respective fidelity bonds,
if any, and/or their respective errors and omissions insurance policies, as the case may be, and shall furnish to




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the Trustee copies of all binders and policies
or certificates evidencing that such bonds, if any, and insurance policies are in full force and effect.


(d)                               At the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other than a
Non-Serviced Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has been made available),
the Master Servicer shall use efforts consistent with the Servicing Standard to cause the related Mortgagor (in accordance with applicable
law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain, and, if the related Mortgagor shall
default in its obligation to so maintain, shall itself maintain to the extent such insurance is available at commercially reasonable rates
(as determined by the Master Servicer in accordance with the Servicing Standard and to the extent the Trustee, as mortgagee, has an insurable
interest therein), flood insurance in respect thereof, but only to the extent the related Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or related Serviced Companion Loan permits the mortgagee to require such coverage and the maintenance of such coverage
is consistent with the Servicing Standard. Such flood insurance shall be in an amount equal to the lesser of (i) the unpaid principal
balance of the related Mortgage Loan (and any related Serviced Companion Loan, if applicable), and (ii) the maximum amount of insurance
which is available under the National Flood Insurance Act of 1968, as amended, plus such additional excess flood coverage with respect
to the Mortgaged Property, if any, in an amount consistent with the Servicing Standard. If the cost of any insurance described above is
not borne by the Mortgagor, the Master Servicer shall promptly make a Servicing Advance for such costs.


(e)                                During all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located in
a federally designated special flood hazard area, the Special Servicer shall cause to be maintained, to the extent available at commercially
reasonable rates (as determined by the Special Servicer in accordance with the Servicing Standard), a flood Insurance Policy meeting the
requirements of the current guidelines of the Federal Insurance Administration in an amount representing coverage not less than the maximum
amount of insurance which is available under the National Flood Insurance Act of 1968, as amended, plus such additional excess flood coverage
with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing Standard. The cost of any such flood insurance
with respect to an REO Property shall be an expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c)
or, if the amount on deposit therein is insufficient therefor, paid by the Master Servicer as a Servicing Advance.


(f)                                  Each of the Operating Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in full
force and effect throughout the term of this Agreement an “errors and omissions” insurance policy with a Qualified Insurer
covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.


(g)                               Notwithstanding anything to the contrary in this Section 3.07, so long as the long-term debt obligations or the deposit
account or claims-paying ability of the Master Servicer (or its immediate or remote parent) or the Special Servicer (or its immediate
or remote parent), as applicable, is rated at least “A3” by Moody’s or “A-” by Fitch (if rated by Fitch),
the Master Servicer (or its public parent) or the Special Servicer (or its public parent), as applicable, shall be allowed to provide
self-insurance with respect to any of its obligations under this Section 3.07.



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Section 3.08                            Enforcement of Due-on-Sale Clauses; Assumption Agreements. (a) As to each Mortgage Loan (other than a Non-Serviced
Mortgage Loan) and any related Serviced Companion Loan that contains a provision in the nature of a “due-on-sale”
clause, which by its terms:


(i)                                   provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable
upon the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor or principals of
the Mortgagor; or


(ii)                                provides that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee in connection
with any such sale or other transfer;


then, for so long as such Mortgage Loan or
related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer (with respect to any Non-Specially Serviced
Loan as to which such matter is a Master Servicer Decision pursuant to clause (xiii) of the definition thereof) or the Special
Servicer (with respect to any Specially Serviced Loan or any Non-Specially Serviced Loan as to which such matter is a Major Decision
or Special Servicer Decision), on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with
respect to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent
to any sale or transfer, consistent with the Servicing Standard or (b) waive any right to exercise such rights, provided that
(i) other than with respect to a Master Servicer Decision pursuant to clause (xiii) of the definition thereof, and only with
respect to the Special Servicer, (A) if such Mortgage Loan is not an Excluded Loan, no Control Termination Event shall have occurred and
be continuing and the matter involves a Major Decision, the consent (or deemed consent) of the Directing Certificateholder shall have
been obtained by the Special Servicer to the extent required by, and pursuant to the process described under, Section 6.08(a),
(B) if such Mortgage Loan is not an Excluded Loan, a Control Termination Event shall have occurred and be continuing and no Consultation
Termination Event shall have occurred and be continuing, the Special Servicer shall have consulted with the Directing Certificateholder
if and to the extent required pursuant to Section 6.08(a), (C) after the occurrence and during the continuance of an Operating
Advisor Consultation Event, the Special Servicer shall have consulted with the Operating Advisor if and to the extent required pursuant
to Section 6.08(a), and (D) with respect to a Serviced AB Whole Loan prior to the occurrence and continuance of an AB Control
Appraisal Period, the prior consent of the related Serviced AB Whole Loan Controlling Holder shall have been obtained, to the extent required
by the terms of the related Intercreditor Agreement, and pursuant to the process described in this Agreement (provided that in
the case of clause (A), clause (B) and clause (C) such consent shall be deemed given or such consultation
shall be deemed to have occurred, as applicable, if a response to the request for consent or consultation, as the case may be, is not
provided within ten (10) Business Days after receipt of the Special Servicer’s written recommendation and analysis and all
information reasonably requested by the Directing Certificateholder or the Operating Advisor, as applicable, and reasonably available
to the Special Servicer in order to grant or withhold such consent or conduct such consultation), and (ii) with respect to any Mortgage
Loan (x) with a Stated Principal Balance greater than or equal to $35,000,000, (y) with a Stated Principal Balance greater than
or equal to 5% of the aggregated Stated Principal Balance of the Mortgage Loans then-outstanding or (z) together with all other




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Mortgage Loans with which it is cross-collateralized
or cross-defaulted or together with all other Mortgage Loans with the same Mortgagor (or an Affiliate thereof), that is one of the
ten largest Mortgage Loans outstanding (by Stated Principal Balance), the Master Servicer or the Special Servicer, as the case may be,
prior to consenting to any action, shall obtain, a Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable
rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class
of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25),
provided, however, that with respect to sub-clauses (y) and (z) of this sub-clause (ii),
such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation requirement
to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination
Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection
with the related transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor,
in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


In connection with any request
for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the related Companion
Loan Rating Agencies) pursuant to this Section 3.08(a), the Master Servicer or the Special Servicer, as the case may be, shall
(if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information
Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section
3.25 of this Agreement.


If any Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced Companion
Loan may be assumed or transferred without the consent of the mortgagee, provided that certain conditions contained in the related
Mortgage Loan documents are satisfied where no mortgagee discretion is necessary in order to determine if such conditions are satisfied,
then for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer
(with respect to all Non-Specially Serviced Loans) and the Special Servicer (with respect to all Specially Serviced Loans), on behalf
of the Trustee as the mortgagee of record, shall determine in accordance with the Servicing Standard whether such conditions have been
satisfied.


(b)                               As to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a
provision in the nature of a “due-on-encumbrance” clause that by its terms:


(i)                                   provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable
upon the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor or
principals of the Mortgagor; or




    	 	-193-	 



    


    

(ii)                                requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged
Property or equity interests in the Mortgagor or principals of the Mortgagor;


then, for so long as such Mortgage Loan or
related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer (with respect to any Non-Specially Serviced
Loan and as to which such matter is a Master Servicer Decision pursuant to clause (xiii) or clause (xv) of the definition
thereof) or the Special Servicer (with respect to any Specially Serviced Loan or any Non-Specially Serviced Loan as to which such
matter is a Major Decision or Special Servicer Decision), on behalf of the Trustee as the mortgagee of record, shall (a) exercise
any right it may have with respect to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to
withhold its consent to the creation of any additional lien or other encumbrance, consistent with the Servicing Standard or (b) waive
its right to exercise such rights, provided that (i) other than with respect to a Master Servicer Decision pursuant to clause (xiii)
or clause (xv) of the definition thereof, and only with respect to the Special Servicer, (A) if such Mortgage Loan is not an Excluded
Loan, no Control Termination Event shall have occurred and be continuing and the matter involves a Major Decision, the consent (or deemed
consent) of the Directing Certificateholder shall have been obtained by the Special Servicer to the extent required by, and pursuant to
the process described under, Section 6.08(a), (B) if such Mortgage Loan is not an Excluded Loan, a Control Termination Event
shall have occurred and be continuing and no Consultation Termination Event shall have occurred and be continuing, the Special Servicer
shall have consulted with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a), (C) after
the occurrence and during the continuance of an Operating Advisor Consultation Event, the Special Servicer shall have consulted with the
Operating Advisor if and to the extent required pursuant to Section 6.08(a), and (D)  with respect to a Serviced AB Whole
Loan prior to the occurrence and continuance of an AB Control Appraisal Period, the prior consent of the related Serviced AB Whole Loan
Controlling Holder shall have been obtained, to the extent required by the terms of the related Intercreditor Agreement, and pursuant
to the process described in this Agreement (provided that in the case of clause (A), clause (B) and clause
(C), such consent shall be deemed given or such consultation shall be deemed to have occurred, as applicable, if a response to the
request for consent or consultation, as the case may be, is not provided within ten (10) Business Days after receipt of the Special
Servicer’s written recommendation and analysis and all information reasonably requested by the Directing Certificateholder or Operating
Advisor, as applicable, and reasonably available to the Special Servicer in order to grant or withhold such consent or conduct such consultation),
and (ii) the Master Servicer or the Special Servicer, as the case may be, has obtained Rating Agency Confirmation from each Rating
Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25) if such Mortgage Loan (A) has an outstanding principal balance that is greater than or equal to
2% of the Stated Principal Balance of the outstanding Mortgage Loans or (B) has an LTV Ratio greater than 85% (including any existing
and proposed debt) or (C) has a Debt Service Coverage Ratio less than 1.20x (in each case, determined based upon the aggregate of
the Stated Principal Balance of the Mortgage Loan and related Companion Loan, if any, and the principal amount of the proposed additional
lien) or (D) is one of the ten largest Mortgage Loans (by Stated Principal Balance) or (E) has a Stated Principal Balance greater




    	 	-194-	 



    


    

than $35,000,000; provided, however,
that with respect to sub-clauses (A), (B) and (C) and (D) of this sub-clause (ii),
such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation requirement
to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination
Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection
with the related transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor,
in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


In connection with any request
for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the related Companion
Loan Rating Agencies) pursuant to this Section 3.08(b), the Master Servicer or the Special Servicer, as the case may be, shall
(if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information
Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section
3.25 of this Agreement.


To the extent permitted by
the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding paragraph or in Section
3.08(a) shall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent as to who bears
the costs of obtaining any such Rating Agency Confirmation, the Special Servicer shall use reasonable efforts to make the related Mortgagor
bear such costs and expenses. Unless determined to be a Nonrecoverable Advance such costs not collected from the related Mortgagor shall
be advanced as a Servicing Advance.


If any Mortgage Loan or related
Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without the consent of the mortgagee,
provided that certain conditions contained in the related Mortgage Loan documents are satisfied where no mortgagee discretion is
necessary in order to determine if such conditions are satisfied, then for so long as such Mortgage Loan or related Companion Loan is
being serviced under this Agreement, the Master Servicer (with respect to all Non-Specially Serviced Loans) and the Special Servicer
(with respect to all Specially Serviced Loans), on behalf of the Trustee as the mortgagee of record, shall determine whether such conditions
have been satisfied.


Upon receiving a request
for any matter described in Section 3.08(a) or this Section 3.08(b) that constitutes a consent or waiver with respect to
a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan that is a Non-Specially
Serviced Loan and other than any transfers or assumptions provided for in clause (xiii) of the definition of Master Servicer
Decision and other than any waiver of a “due-on-encumbrance” clause which waiver constitutes a Master Servicer Decision
pursuant to clause (xiii) or clause (xv) of the definition thereof, the Master Servicer shall promptly forward such
request to the Special Servicer and the Special Servicer shall process such request (including, without limitation, interfacing with the
Mortgagor) (unless the Master Servicer and Special Servicer mutually agree with respect to a Mortgage Loan or Serviced Whole Loan that
is not a Specially Serviced Loan that the Master Servicer shall process such request with respect to a Major Decision or a Special Servicer
Decision) and except as provided in the next sentence, the Master Servicer will have no further




    	 	-195-	 



    


    

obligation with respect to such request or
due-on-sale or due-on-encumbrance. The Master Servicer shall continue to cooperate with the Special Servicer by delivering
to the Special Servicer any additional information in the Master Servicer’s possession requested by the Special Servicer relating
to such consent or waiver with respect to a “due-on-sale” or “due-on-encumbrance” clause. Unless
the Master Servicer and Special Servicer mutually agree that the Master Servicer shall process such request with respect to a Mortgage
Loan or Serviced Whole Loan that is not a Specially Serviced Loan, the Master Servicer shall not be permitted to process any request relating
to such consent or waiver with respect to a “due-on-sale” or “due-on-encumbrance” clause (other
than any transfers or assumptions provided for in clause (xiii) of the definition of Master Servicer Decision and other than
any waiver of a “due-on-encumbrance” clause which waiver constitutes a Master Servicer Decision pursuant to clause (xiii)
or clause (xv) of the definition thereof) and shall not be required to interface with the Mortgagor or provide a written recommendation
and analysis with respect to any such request. If the Master Servicer and Special Servicer mutually agree that the Master Servicer shall
process a Major Decision or Special Servicer Decision with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or
Serviced Whole Loan that is a Non-Specially Serviced Loan, the Master Servicer shall obtain the Special Servicer’s prior consent
(or deemed consent) to the Major Decision or Special Servicer Decision, as applicable.


(c)                                Nothing in this Section
3.08 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice of any assumption of a
Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any additional lien or other encumbrance
with respect to such Mortgaged Property.


(d)                               Except as otherwise permitted
by Section 3.08(a), Section 3.08(b) and/or Section 3.18, neither the Master Servicer nor the Special Servicer shall
agree to modify, waive or amend any term of any Mortgage Loan and related Serviced Companion Loan, as applicable, in connection with
the taking of, or the failure to take, any action pursuant to this Section 3.08. The Master Servicer and the Special Servicer,
as the case may be, shall provide copies of any final waivers (except with respect to provision of any such waivers to the 17g-5
Information Provider, exclusive of any Privileged Information) it effects pursuant to Section 3.08(a) or Section 3.08(b) to
each other and to the 17g-5 Information Provider with respect to each Mortgage Loan, and shall notify the Trustee, the Certificate
Administrator, each other and, subject to the terms of this Agreement, the 17g-5 Information Provider (for posting to the 17g-5
Information Provider’s Website in accordance with Section 3.25) and, with respect to a Whole Loan, the related Serviced
Companion Noteholder, of any assumption or substitution agreement executed pursuant to Section 3.08(a) or Section 3.08(b)
and shall forward thereto a copy of such agreement.


(e)                                [RESERVED].


(f)                                  For the avoidance of doubt, neither the Master Servicer nor the Special Servicer may waive its rights or grant its consent under
any “due-on-sale” or “due-on-encumbrance” clause other than in compliance with the provisions
of Section 3.08(a) through (d) hereof. In the case of the Special Servicer, no such waiver or consent shall be made
without (x) (i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect
to any Excluded Loan, the consent (or deemed consent) of the Directing Certificateholder having been obtained if and to the extent required
by, and pursuant to the process described under Section 6.08(a), (y) (i) after the occurrence and during the continuance
of a




    	 	-196-	 



    


    

Control Termination Event, but prior to the
occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan, consultation
with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a) and (z) after the occurrence and
during the continuance of an Operating Advisor Consultation Event, consultation with the Operating Advisor if and to the extent required
pursuant to Section 6.08(a).


(g)              
Notwithstanding the foregoing provisions of this Section 3.08, if the Master Servicer or the Special Servicer, as applicable,
makes a determination under Section 3.08(a) or Section 3.08(b) that the applicable conditions in the related Mortgage Loan
or Companion Loan documents, as applicable, with respect to assumptions or encumbrances permitted without the consent of the mortgagee
have been satisfied, the applicable assumptions and transfers may be subject to an assumption or other fee, unless such fees are otherwise
prohibited pursuant to the Mortgage Loan documents; provided that any such fee not provided for in the Mortgage Loan documents
does not constitute a “significant” change in yield pursuant to Treasury Regulations Section 1.1001-3(e)(2).


Section 3.09                           Realization Upon Defaulted Loans and Companion Loans. (a) Upon
an event of default under the Mortgage Loan documents related to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt, the Master
Servicer shall promptly provide written notice to the related Companion Holder or mezzanine lender, as applicable, with a copy of such
notice to the Special Servicer. The Special Servicer shall, subject to subsections (b) through (d) of this Section 3.09, Section
3.24, subject to the Directing Certificateholder’s and the Operating Advisor’s respective rights pursuant to Section
6.08, and any Companion Holder or mezzanine lender’s rights under the related Intercreditor Agreement (in the case of a Serviced
Whole Loan, on behalf of the holders of the beneficial interest of the related Companion Loan) or this Agreement, exercise reasonable
efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert (which may include an REO Acquisition)
the ownership of property securing any such Mortgage Loan (other than any Non-Serviced Mortgage Loan) and related Companion Loan, if any,
as come into and continue in default as to which no satisfactory arrangements (including by way of a discounted pay-off) can be made for
collection of delinquent payments, and which are not released from the Trust Fund pursuant to any other provision hereof. The foregoing
is subject to the provision that, in any case in which a Mortgaged Property shall have suffered damage from an Uninsured Cause, the Master
Servicer or the Special Servicer shall not be required to make a Servicing Advance and expend funds toward the restoration of such property
unless the Special Servicer has determined in its reasonable discretion that such restoration will increase the net proceeds of liquidation
of such Mortgaged Property to Certificateholders after reimbursement to the Master Servicer or the Special Servicer, as applicable, for
such Servicing Advance, and the Master Servicer or the Special Servicer has not determined that such Servicing Advance together with accrued
and unpaid interest thereon would constitute a Nonrecoverable Advance. The costs and expenses incurred by the Special Servicer in any
such proceedings shall be advanced by the Master Servicer; provided that, in each case, such cost or expense would not, if incurred,
constitute a Nonrecoverable Servicing Advance. Nothing contained in this Section 3.09 shall be construed so as to require the Master
Servicer or the Special Servicer, on behalf of the Trust, to make a bid on any Mortgaged Property at a foreclosure sale or similar proceeding
that is in excess of the fair market value of such property, as determined by the Master Servicer or the Special Servicer in its reasonable
judgment taking into account the factors described in Section 3.16(b) and the results of any Appraisal obtained pursuant to the
following




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sentence, all such bids to be made in a manner
consistent with the Servicing Standard. If and when the Special Servicer or the Master Servicer deems it necessary and prudent for purposes
of establishing the fair market value of any Mortgaged Property securing a Defaulted Loan or any related defaulted Companion Loan, whether
for purposes of bidding at foreclosure or otherwise, the Special Servicer or the Master Servicer, as the case may be, is authorized to
have an Appraisal performed with respect to such property by an Independent MAI-designated appraiser the cost of which shall be paid by
the Master Servicer as a Servicing Advance.


(b)                               The Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


(i)                                  such personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by
the Special Servicer; or


(ii)                                the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing
Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to the related Companion Loan)
will not cause an Adverse REMIC Event.


(c)                                Notwithstanding the foregoing provisions of this Section 3.09 and Section 3.24, neither the Master Servicer nor the
Special Servicer shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure or otherwise, or take any
other action with respect to any Mortgaged Property, if, as a result of any such action, the Trustee, on behalf of the Certificateholders
and/or any related Companion Holder, would be considered to hold title to, to be a “mortgagee-in-possession” of, or
to be an “owner” or “operator” of such Mortgaged Property within the meaning of CERCLA or any comparable law,
unless (as evidenced by an Officer’s Certificate to such effect delivered to the Trustee) the Special Servicer has previously determined
in accordance with the Servicing Standard, based on an Environmental Assessment of such Mortgaged Property performed by an Independent
Person who regularly conducts Environmental Assessments and performed within six (6) months prior to any such acquisition of title
or other action, that:


(i)                                   such Mortgaged
Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant, that it
would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan, the related Companion
Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted a single lender, to take
such actions as are necessary to bring such Mortgaged Property in compliance with such laws, and


(ii)                                there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any Hazardous Materials
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective
federal, state or local law or regulation, or that, if any such Hazardous Materials are present for which such action could be required,
after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders (and with respect
to any Serviced Whole Loan, the Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion
Holders




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constituted a single lender, to take
such actions with respect to the affected Mortgaged Property.


The cost of any such Environmental
Assessment shall be paid by the Master Servicer as a Servicing Advance and the cost of any remedial, corrective or other further action
contemplated by clause (i) and/or clause (ii) of the preceding sentence shall be paid by the Master Servicer as
a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it shall be an expense of the Trust and, in the case
of a Serviced Whole Loan, shall be withdrawn in accordance with the related Intercreditor Agreement by the Master Servicer from the Collection
Account, including from the Companion Distribution Account (such withdrawal to be made from amounts on deposit therein that are otherwise
payable on or allocable to such Serviced Whole Loan)); and if any such Environmental Assessment so warrants, the Special Servicer shall,
except with respect to any Companion Loan and any Environmental Assessment ordered after such Mortgage Loan has been paid in full, perform
such additional environmental testing at the expense of the Trust as it deems necessary and prudent to determine whether the conditions
described in clauses (i) and (ii) of the preceding sentence have been satisfied. With respect to Non-Specially Serviced
Loans, the Master Servicer and, with respect to Specially Serviced Loans, the Special Servicer shall review and be familiar with the terms
and conditions relating to enforcing claims and shall monitor the dates by which any claim or action must be taken (including delivering
any notices to the insurer and using reasonable efforts to perform any actions required under such policy) under each environmental insurance
policy in effect and obtained on behalf of the mortgagee to receive the maximum proceeds available under such policy for the benefit of
the Certificateholders Owner and the Trustee (as holder of the Lower-Tier Regular Interests).


(d)              
If (i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions
set forth in clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not been satisfied
with respect to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan, any related Companion Loan,
and (ii) there has been no breach of any of the representations and warranties set forth in or required to be made pursuant to Section 4
of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller could be required to repurchase such Defaulted
Loan pursuant to Section 5 of the applicable Mortgage Loan Purchase Agreement, then the Special Servicer shall take such action as
it deems to be in the best economic interest of the Trust (other than proceeding to acquire title to the Mortgaged Property) and is hereby
authorized, with the consent of the Directing Certificateholder (in each case, (A) prior to the occurrence and continuance of a Control
Termination Event (or with respect to any Serviced AB Mortgage Loan, after the occurrence and during the continuation of an AB Control
Appraisal Period, but prior to the occurrence and continuance of a Control Termination Event) and (B) other than with respect to
any Excluded Loan as to such party) at such time as it deems appropriate to release such Mortgaged Property from the lien of the related
Mortgage, provided that, if such Mortgage Loan has a then-outstanding principal balance of greater than $1,000,000, then prior
to the release of the related Mortgaged Property from the lien of the related Mortgage, (i) the Special Servicer shall have notified
the Rating Agencies, the Trustee, the Certificate Administrator, the Master Servicer, the Directing Certificateholder (in the case of
the Directing Certificateholder, prior to the occurrence and continuance of a Consultation Termination Event, and in the case of
the Directing Certificateholder other than with respect to any Excluded Loan as to such party), in writing of its intention to so release
such Mortgaged Property and the bases for such intention, (ii) the Certificate Administrator




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shall have posted such notice of the Special
Servicer’s intention to so release such Mortgaged Property to the Certificate Administrator’s Website pursuant to Section
3.13(b) and (iii) in addition to the prior written consent of the Directing Certificateholder as required above, the Holders
of Certificates entitled to a majority of the Voting Rights shall have consented or have been deemed to have consented to such release
within thirty (30) days of the Certificate Administrator’s posting such notice to the Certificate Administrator’s Website
(failure to respond by the end of such 30-day period being deemed consent of the Holders of the Certificates). To the extent that
any fee charged by any Rating Agency in connection with rendering such written confirmation is not paid by the related Mortgagor, such
fee is to be an expense of the Trust; provided that the Special Servicer shall use commercially reasonable efforts to collect such
fee from the Mortgagor to the extent permitted under the related Mortgage Loan documents.


(e)                                 The Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the Directing
Certificateholder (other than with respect to any Excluded Loan), the Master Servicer and the 17g-5 Information Provider monthly regarding
any actions taken by the Special Servicer with respect to any Mortgaged Property securing a Defaulted Loan, or defaulted Companion Loan
as to which the environmental testing contemplated in subsection (c) above has revealed that either of the conditions set
forth in clauses (i) and (ii) of the first sentence thereof has not been satisfied, in each case until the earlier
to occur of satisfaction of both such conditions, repurchase of the related Mortgage Loan by the applicable Mortgage Loan Seller or release
of the lien of the related Mortgage on such Mortgaged Property.


(f)                                  The Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to
the Internal Revenue Service and shall provide the Master Servicer with all information regarding forgiveness of indebtedness and required
to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the Master Servicer shall
report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable law, such information and the Master
Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness of indebtedness and abandonment
and foreclosure to the extent such information has been provided to the Master Servicer by the Special Servicer. Upon request, the Master
Servicer shall deliver a copy of any such report to the Trustee and the Certificate Administrator.


(g)                               The Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of the maintenance
of an action to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms of the Mortgage Loan
(and if applicable, the related Companion Loan) permit such an action.


(h)                               The Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery Determination
in respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan or any REO Property
(other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall be evidenced by an
Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing Certificateholder (but in
the case of the Directing Certificateholder, other than with respect to any Excluded Loan as to such party) the Master Servicer and in
no event later than the next succeeding P&I Advance Determination Date.



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Section 3.10                           Trustee and
Certificate Administrator to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan (other than
a Non-Serviced Mortgage Loan), or the receipt by the Master Servicer or the Special Servicer, as the case may be, of a notification that
payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer, as the case may
be, will promptly notify the Trustee and the Custodian and request delivery of the related Mortgage File. Any such notice and request
shall be in the form of a Request for Release signed by a Servicing Officer and shall include a statement to the effect that all amounts
received or to be received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section
3.04(a) or remitted to the Master Servicer to enable such deposit, have been or will be so deposited. Within seven (7) Business
Days (or within such shorter period as release can reasonably be accomplished if the Master Servicer or the Special Servicer notifies
the Custodian of an exigency) of receipt of such notice and request, the Custodian shall release the related Mortgage File to the Master
Servicer or the Special Servicer, as the case may be; provided that in the case of the payment in full of a Serviced Companion
Loan or its related Mortgage Loan, the related Mortgage File shall not be released by the Custodian unless the related Serviced Whole
Loan is paid in full. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable
to the Collection Account.


(b)              
From time to time as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage Loan)
(and any related Companion Loan), the Master Servicer or the Special Servicer shall deliver to the Custodian a Request for Release signed
by a Servicing Officer. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File or any document therein to the Master
Servicer or the Special Servicer (or a designee), as the case may be. Upon return of such Mortgage File or such document to the Custodian,
or the delivery to the Trustee and the Custodian of a certificate of a Servicing Officer of the Master Servicer or the Special Servicer,
as the case may be, stating that such Mortgage Loan (and, in the case of a Serviced Whole Loan, the related Companion Loan), was liquidated
and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the Collection
Account (including amounts related to the related Companion Loan, if applicable) pursuant to Section 3.04(a) have been or will
be so deposited, or that such Mortgage Loan has become an REO Property, a copy of the Request for Release shall be released by the Custodian
to the Master Servicer or the Special Servicer (or a designee), as the case may be, with the original being released upon termination
of the Trust.


(c)              
Within seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the Special Servicer
notifies the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the Special Servicer any court pleadings,
requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property
or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note (including any note evidencing a related
Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note
or Mortgage or otherwise available at law or in equity. The Special Servicer shall be responsible for the preparation of all such documents
and pleadings. When submitted to the Trustee for signature, such documents or pleadings shall be accompanied by a certificate of a Servicing
Officer requesting that such pleadings or documents be executed by the Trustee and certifying as to the reason such documents or pleadings
are required and that the execution and




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delivery thereof by the Trustee will not invalidate
or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s
sale. The Trustee shall not be required to review such documents for their sufficiency or enforceability.


(d)              
If, from time to time, pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced
PSA, and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer requests
delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian shall release or cause the release
of such original Mortgage Note to such Non-Serviced Master Servicer or its designee.


Section 3.11                          Servicing
Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Servicing
Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced
Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan”
under any related Non-Serviced PSA). As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time
to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion
Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan,
as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest
payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect
to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage
Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered
under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable
as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments
of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided
by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion
Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues
(in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a).


Except as set forth in the
following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c),
the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the
Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to
each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of
such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement.


The Master Servicer shall
be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a), additional servicing
compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the




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extent collected from the related Mortgagor:
(i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced
Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) that are Master
Servicer Decisions, and for any matter for a Mortgage Loan (including any related Companion Loan) that is not a Specially Serviced Loan
which matter involves a Major Decision or a Special Servicer Decision, then the Master Servicer shall be entitled to 50% (or 20% in connection
with a Payment Accommodation resulting from the COVID-19 Emergency) of such Excess Modification Fees, (ii) 100% of all assumption
application fees and other similar items received on any Mortgage Loans (other than a Non-Serviced Mortgage Loan) that are Non-Specially
Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) to
the extent the Master Servicer is processing the underlying transaction and 100% of all defeasance fees (provided that for the
avoidance of doubt, any such defeasance fee shall not include any Modification Fees in connection with a defeasance that the Special Servicer
is entitled to under this Agreement); and (iii) 100% of assumption, waiver, consent, loan service transaction and earnout fees, and
other similar fees (other than assumption application and defeasance fees) pursuant to Section 3.08 and Section 3.18 or
other actions performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion
Loan, to the extent not prohibited by the related Intercreditor Agreement) relating to Master Servicer Decisions, and for any matter for
a Mortgage Loan (including any related Companion Loan) that is not a Specially Serviced Loan which matter involves a Major Decision or
a Special Servicer Decision, then the Master Servicer shall be entitled to 50% (or 20% in connection with a Payment Accommodation resulting
from the COVID-19 Emergency) of such assumption, waiver, consent, loan service transaction and earnout fees and other similar fees. In
addition, the Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to
any Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for beneficiary statements or demands and other customary charges
actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared by the Master Servicer,
amounts collected for checks returned for insufficient funds with respect to the accounts held by the Master Servicer and reasonable review
fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents,
in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts
in the Collection Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively.
Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty
Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust
Fund in the Collection Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent
of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to
and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits
in its Servicing Accounts which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, and (iv) the
difference, if positive, between Prepayment Interest Excesses and Prepayment Interest Shortfalls collected on the Mortgage Loans (other
than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan, during the related Collection Period to the extent not required
to be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred
by it in connection with




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its servicing activities hereunder (including,
without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy
insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the
Collection Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.


Notwithstanding anything
herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association, may, at its option, assign or pledge to any
third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Companion Loan
(and any successor REO Loan); provided, however, that in the event of any resignation or termination of Midland Loan Services,
a Division of PNC Bank, National Association, as the Master Servicer, all or any portion of the Transferable Servicing Interest may be
reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified
successor master servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation that
accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest
shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable
Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled
to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer hereunder (subject to reduction pursuant to the preceding sentence).


(b)              
As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with
respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced
Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the
Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Loan or REO Loan,
as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans, as the case may be,
and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such
Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced
Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing
Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right
to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special
Servicer’s responsibilities and obligations under this Agreement. The Special Servicer shall not be entitled to any Special Servicing
Fees with respect to a Non-Serviced Mortgage Loan.


(c)              
The Special Servicer shall be entitled to additional servicing compensation in the form of (i) 100% of all Excess Modification
Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans, (ii) 100% of all assumption application
fees and other similar items received with respect to Specially Serviced Loans and 100% of all assumption application fees and other similar
items received with respect to Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are




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Non-Specially Serviced Loans to the extent
such Special Servicer processes the underlying transaction, (iii) 100% of waiver, consent, loan service transaction and earnout fees,
or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the
related Mortgagor on Specially Serviced Loans, (iv) 100% of assumption fees and other similar fees received with respect to Specially
Serviced Loans, (v) 50% (or 80% in connection with a Payment Accommodation resulting from the COVID-19 Emergency) of all Excess Modification
Fees and assumption, waiver, consent, loan service transaction and earnout and other similar fees (other than assumption application fees
and defeasance fees) pursuant to Section 3.08 or Section 3.18 received with respect to any Mortgage Loans (other than Non-Serviced
Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s)) that are Non-Specially Serviced Loans to the extent that
the matter involves a Major Decision or a Special Servicer Decision, (vi) 100% of charges for beneficiary statements and demand charges
actually paid by the related borrowers to the extent such beneficiary statements or demand charges were prepared by the Special Servicer,
and (vii) with respect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks returned
for insufficient funds, and shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor)
to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant to Section
3.04(a) or paid by the Special Servicer to the Master Servicer to the extent the funds are received by the Special Servicer. Subject
to Section 3.11(d), the Special Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty
Charges to the extent provided in Section 3.11(d), and (ii) interest or other income earned on deposits relating to the Trust
Fund in the REO Account and the Loss of Value Reserve Fund in accordance with Section 3.06(b) (but only to the extent of the Net
Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including
the P&I Advance Date related to such Distribution Date). In addition, the Special Servicer shall be entitled to charge any Mortgagor
for and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan) reasonable review
fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents,
and only to the extent actually paid by or on behalf of the related Mortgagor. The Special Servicer shall also be entitled to additional
servicing compensation in the form of a Workout Fee with respect to each Corrected Loan at the Workout Fee Rate on such Corrected Loan
for so long as it remains a Corrected Loan; provided, however, that after receipt by the Special Servicer of Workout Fees
with respect to such Corrected Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess
Modification Fee Amount; provided, further, however, that in the event the Workout Fee collected over the course
of such workout calculated at the Workout Fee Rate is less than $25,000, then the Special Servicer shall be entitled to an amount from
the final payment on the related Corrected Loan (including any related Serviced Companion Loan) that would result in the total Workout
Fees payable to the Special Servicer in respect of that Corrected Loan (including any related Serviced Companion Loan) equal to $25,000.
The Workout Fee shall be reduced (but not below zero) with respect to each collection on such Corrected Loan from which fee would otherwise
be payable until an amount equal to the Excess Modification Fee Amount has been deducted in full. The Workout Fee with respect to any
Corrected Loan will cease to be payable if such loan again becomes a Specially Serviced Loan; provided that a new Workout Fee will
become payable if and when such Specially Serviced Loan again becomes a Corrected Loan. The Special Servicer shall not be entitled to
any Workout Fee with respect to a Non-Serviced Mortgage Loan.




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If the Special Servicer is terminated (other
than for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans or any
related Companion Loan that became Corrected Loans prior to the time of that termination or resignation except the Workout Fees will no
longer be payable if the Corrected Loan subsequently becomes a Specially Serviced Loan. If the Special Servicer resigns or is terminated
(other than for cause), it will receive any Workout Fees payable on Specially Serviced Loans for which the resigning or terminated Special
Servicer had determined to grant a forbearance or cured the event of default through a modification, restructuring or workout negotiated
by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or was terminated
become a Corrected Loan solely because the Mortgagor had not had sufficient time to make three consecutive timely Periodic Payments and
which subsequently becomes a Corrected Loan as a result of the Mortgagor making such three consecutive timely Periodic Payments. The successor
special servicer shall not be entitled to any portion of such Workout Fees. The Special Servicer shall not be entitled to receive any
Workout Fees after termination for cause. A Liquidation Fee shall be payable with respect to (a) each Specially Serviced Loan (other
than a Non-Serviced Mortgage Loan) or REO Property (other than a Non-Serviced Mortgaged Property) as to which the Special Servicer
receives any Liquidation Proceeds or Insurance and Condemnation Proceeds and (b) each Mortgage Loan repurchased by a Mortgage Loan
Seller or for which a Loss of Value Payment was paid, in each case, subject to the exceptions set forth in the definition of Liquidation
Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds or Insurance and Condemnation Proceeds). If, however, Liquidation
Proceeds or Insurance and Condemnation Proceeds are received with respect to any Corrected Loan and the Special Servicer is properly entitled
to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds and Insurance and Condemnation
Proceeds that constitute principal and/or interest on such Mortgage Loan. If the Special Servicer is terminated (other than for cause),
and it has commenced the process of liquidation of the Specially Serviced Loan or REO Property, it shall receive a portion of any Liquidation
Fee that becomes payable with respect to the Specially Serviced Loan or the REO Property that was being administered by the Special Servicer
at the time of such resignation or termination. The terminated Special Servicer and the successor special servicer shall apportion the
Liquidation Fee between themselves in a manner that reflects their relative contributions in earning the fee; provided that if
the terminated Special Servicer and the successor special servicer cannot agree on an apportionment of the Liquidation Fee, the Liquidation
Fee shall be apportioned on the basis of the number of months that each administered such Specially Serviced Loan, over a period commencing
on the date the Mortgage Loan became a Specially Serviced Loan and ending on the date of the final liquidation of the Mortgage Loan. Notwithstanding
anything herein to the contrary, the Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both,
with respect to proceeds on any Mortgage Loan. Notwithstanding the foregoing, with respect to any Companion Loan, the Liquidation Fee,
Workout Fee and Special Servicing Fees, if any, will be computed as provided in the related Intercreditor Agreement or to the extent such
Intercreditor Agreement is silent or refers to this Agreement or indicates such fees are paid in accordance with this Agreement, as provided
herein as though such Companion Loan were a Mortgage Loan. Subject to Section 3.11(d), the Special Servicer will also be entitled
to additional fees in the form of Penalty Charges. The Special Servicer shall be required to pay out of its own funds all expenses incurred
by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts, other than management
fees in respect of REO Properties, due and owing to any of its Sub-Servicers




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and the premiums for any blanket Insurance
Policy obtained by it insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not expressly
payable directly out of the Collection Account or the REO Account, and the Special Servicer shall not be entitled to reimbursement therefor
except as expressly provided in this Agreement.


With respect to any of the
preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof (other than a fee
split with respect to Penalty Charges), the Master Servicer and the Special Servicer shall each have the right in their sole discretion,
but not any obligation, to reduce or elect not to charge only its respective portion of such fee; provided, that (A) neither the
Master Servicer nor the Special Servicer shall have the right to reduce or elect not to charge the portion of any such fee due to the
other and (B) to the extent either the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge only
its respective portion in any such fee, the party that reduced or elected not to charge its respective portion of such fee shall not have
any right to share in any part of the other party’s portion of such fee. If the Master Servicer decides not to charge any fee (other
than Penalty Charges), the Special Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Special
Servicer would have been entitled if the Master Servicer had charged a fee and the Master Servicer shall not be entitled to any of such
fee charged by the Special Servicer. Similarly, if the Special Servicer decides not to charge any fee (other than Penalty Charges), the
Master Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Master Servicer would have been entitled
if the Special Servicer had charged a fee and the Special Servicer shall not be entitled to any portion of such fee charged by the Master
Servicer.


(d)              
In determining the compensation of the Master Servicer or the Special Servicer, as applicable, with respect to Penalty Charges,
on any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any
related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master Servicer, the
Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable (and, in connection
with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer or the applicable
Non-Serviced Trustee for interest on the servicing advances made by any such party with respect to a Non-Serviced Whole Loan pursuant
to the applicable Non-Serviced PSA, to the extent not prohibited by the applicable Non-Serviced Intercreditor Agreement) due on such Distribution
Date, (ii) the Trust for all interest on Advances previously paid to the Master Servicer or the Trustee pursuant to Section 3.05(a)(vi)
(and, in connection with a Non-Serviced Mortgage Loan, the related trust for all interest on servicing advances reimbursed by such trust
to any party under the applicable Non-Serviced PSA, which resulted in an additional expense for the Trust, to the extent not prohibited
by the applicable Non-Serviced Intercreditor Agreement) with respect to such Mortgage Loan or related Companion Loan, if applicable
and (iii) the Trust for all additional expenses of the Trust (other than Special Servicing Fees, Workout Fees and Liquidation Fees),
including without limitation, inspections by the Special Servicer and all unpaid Advances incurred since the Closing Date with respect
to such Mortgage Loan. Penalty Charges (other than with respect to a Non-Serviced Mortgage Loan, which shall be payable as additional
servicing compensation under the related Non-Serviced PSA) remaining thereafter shall be distributed to the Master Servicer, if and to
the extent accrued while such Mortgage Loan and any related Companion Loan was a Non-Specially Serviced Loan, and to the Special Servicer, if
and to the extent accrued on such Mortgage Loan during the period such




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Mortgage Loan was a Specially Serviced Loan
or REO Loan. Any Penalty Charges paid or payable as additional servicing compensation to the Master Servicer and the Special Servicer
shall be distributed between the Master Servicer and the Special Servicer, on a pro rata basis, based on the Master Servicer’s
and the Special Servicer’s respective entitlements to such compensation described in the previous sentence. If the Special Servicer
has partially waived any Penalty Charge (part of which accrued prior to the related Servicing Transfer Event), any collections in respect
of such Penalty Charge shall be shared pro rata by the Master Servicer and the Special Servicer based on the respective portions
of such Penalty Charge to which each would otherwise have been entitled. If the Master Servicer has partially waived any Penalty Charge
(part of which accrued subsequent to the occurrence of a Servicing Transfer Event and prior to the date such Mortgage Loan or Serviced
Whole Loan became a Corrected Loan), any collections in respect of such Penalty Charge shall be shared pro rata by the Master Servicer
and the Special Servicer based on the respective portions of such Penalty Charge to which each would otherwise have been entitled. Notwithstanding
the foregoing or anything else herein to the contrary, Penalty Charges with respect to any Companion Loan will be allocated pursuant to
the applicable Intercreditor Agreement after payment of all related Advances and interest thereon and additional expenses of the Trust
in accordance with this Section 3.11(d).


If a Servicing Shift Whole
Loan becomes a Specially Serviced Loan prior to the applicable Servicing Shift Date, the Special Servicer shall service and administer
such Servicing Shift Whole Loan and any related REO Property in the same manner as any other Specially Serviced Loan or Serviced REO Property
and shall be entitled to all rights and compensation earned with respect to such Serviced Whole Loan as the Special Servicer of such Serviced
Whole Loan. With respect to a Servicing Shift Mortgage Loan, prior to the applicable Servicing Shift Date, no other special servicer shall
be entitled to any such compensation or have such rights and obligations. If a Servicing Shift Whole Loan is still a Specially Serviced
Loan on the applicable Servicing Shift Date, the Non-Serviced Special Servicer and the Special Servicer shall be entitled to compensation
with respect to such Servicing Shift Whole Loan as if the Special Servicer were being terminated as the Special Servicer with respect
to such Servicing Shift Whole Loan and the Non-Serviced Special Servicer were replacing the Special Servicer as the successor Special
Servicer with respect to such Servicing Shift Whole Loan.


(e)              
With respect to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer within
two (2) Business Days following the Determination Date, and the Master Servicer shall deliver, to the extent it has received, to
the Certificate Administrator, without charge and on the related Remittance Date, an electronic report (which may include HTML, Word or
Excel compatible format, clean and searchable PDF format or such other format as mutually agreeable between the Certificate Administrator
and the Special Servicer) that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special
Servicer or any of its Affiliates, if any, with respect to such Distribution Date; provided that no such report shall be due in
any month during which no Disclosable Special Servicer Fees were received.


(f)               
The Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any




    	 	-208-	 



    


    

guarantor or indemnitor in respect of a Mortgage
Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout or foreclosure of any Mortgage
Loan and Serviced Companion Loan, the management or disposition of any REO Property, or the performance of any other special servicing
duties under this Agreement, other than as expressly provided in this Section 3.11; provided that such prohibition shall
not apply to Permitted Special Servicer/Affiliate Fees.


(g)              
Pursuant to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions
set forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master Servicer in
writing at least two Business Days prior to the Remittance Date) the CREFC® Intellectual Property Royalty License Fee on
a monthly basis. The Master Servicer shall withdraw from the Collection Account and, to the extent sufficient funds are on deposit therein,
pay the CREFC® Intellectual Property Royalty License Fee to CREFC® in accordance with Section 3.05(a)(xiii)
on a monthly basis, from funds on deposit in the Collection Account.


Section 3.12                         Inspections; Collection of Financial Statements; Delivery of Reports. (a)  The
Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each
Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan, a Specially Serviced Loan or an REO Loan)
with a Stated Principal Balance of (i) $4,000,000 or more at least once every twelve (12) months and (ii) less than $4,000,000
at least once every twenty-four (24) months, in each case, commencing in the calendar year 2023 (and each Mortgaged Property
shall be inspected on or prior to December 31, 2023); provided, however, that if a physical inspection has been performed
by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, or cause to be performed,
such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent
on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable
after such Mortgage Loan becomes a Specially Serviced Loan or REO Loan and annually thereafter for so long as such Mortgage Loan remains
a Specially Serviced Loan or REO Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately
preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from
Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii),
provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to
the terms of the related Intercreditor Agreement, with respect to a Serviced Whole Loan, first, from any related AB Subordinate
Companion Loan (if any) and then, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and
any related Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances (provided that,
with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage
Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loan), in each case, prior to being payable out of general
collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each
such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying
the existence of (i) any vacancy




    	 	-209-	 



    


    

at the Mortgaged Property that the preparer
of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale,
transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection,
(iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is
evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible
material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection
and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation
deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer,
respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination
Event and (ii) other than with respect to any Excluded Loan that is a Specially Serviced Loan). Within five (5) Business Days
after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver
or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable,
to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including
Rating Agencies) that are Privileged Persons. In respect of any Mortgage Loan other than an Excluded Loan that is a Specially Serviced
Loan and prior to the occurrence and continuance of a Consultation Termination Event, the Master Servicer shall deliver or make available
a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request
may state that such items may be delivered until further notice).


(b)              
The Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially
Serviced Loan, shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating
statements, financial statements, budgets and rent rolls of the related Mortgaged Property commencing with the calendar quarter ending
on March 31, 2023 and the calendar year ending on December 31, 2023, and the quarterly and annual financial statements of such Mortgagor,
whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or
documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items
is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required
to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements
pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements,
budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their
preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and
the Master Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected
to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within
sixty (60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year, commencing
in 2023 for the 2022 calendar year. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items,
the Master Servicer or the Special Servicer, as the case may be, shall deliver or make available electronic copies of such items to the




    	 	-210-	 



    


    

Certificate Administrator to be posted on the
Certificate Administrator’s Website. Upon the request of any NRSRO to receive copies of any portion of such items, the Master Servicer
or the Special Servicer, as applicable, shall deliver or make available additional copies of the requested items so collected thereby
to the 17g-5 Information Provider pursuant to Section 3.13(c).


Furthermore, with respect
to any Mortgage Loan (and each Serviced Companion Loan), if the related Mortgage Loan documents provide for the annual or quarterly testing
of financial conditions of the related Mortgagor and/or Mortgaged Property (e.g. debt yield tests, debt service coverage ratio tests and/or
loan-to-value ratio tests) in connection with cash management triggers or the commencement of additional required Escrow Payments, the
Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially Serviced Loan,
as applicable (only to the extent the related information required for such testing is to be delivered to the Master Servicer or Special
Servicer pursuant to the related Mortgage Loan documents and is actually delivered to either the Master Servicer or the Special Servicer),
shall use reasonable efforts to conduct such financial testing within the timeframes contemplated by such Mortgage Loan documents. Furthermore,
in accordance with this Section 3.12(b), with respect to any Specially Serviced Loan, the Special Servicer shall use reasonable
efforts to collect financial statements from the related Mortgagor for the periods set forth in the related Mortgage Loan documents.


In addition, the Master Servicer
(with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties),
as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage
Loan) and REO Property:


(i)               
Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five
(45) days of receipt of such quarterly operating statement for the quarter ending on March 31, 2023, a CREFC® Operating
Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver
and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of
the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter
of each year will not be required to the extent provided in the then current applicable CREFC® guidelines (it being understood
that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the
first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property
is analyzed on a trailing 12 month basis, or if the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) is on the CREFC®
Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially
Serviced Loans and REO Properties), as applicable, shall deliver or make available copies (in electronic format) of each CREFC®
Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial
preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion
Holder (with respect to any Serviced Companion Loan).




    	 	-211-	 



    


    

(ii)              
 Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent that any
such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of
operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar
year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31,
2023, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage
Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation
to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing
the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans)
or the Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable, shall deliver or make available
copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements
or rent rolls (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator,
the Directing Certificateholder, the related Companion Holder (with respect to any Serviced Companion Loan) and, upon request, the 17g-5
Information Provider, and the 17g-5 Information Provider shall post all such items to the 17g-5 Information Provider’s Website.


(c)              
At or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or
cause to be delivered to the Master Servicer and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing
Certificateholder, the CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation Reports,
CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports with respect to the Specially Serviced
Loans (excluding, for the Directing Certificateholder, any Excluded Loans) and any REO Properties (other than a Non-Serviced Mortgaged
Property), providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Master Servicer
as of the Business Day preceding such Determination Date, which CREFC® Special Servicer Loan File shall include data, to
enable the Master Servicer to produce the following supplemental CREFC® reports: (i) a CREFC® Delinquent
Loan Status Report, (ii) a CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (iii) a
CREFC® REO Status Report, (iv) a CREFC® Comparative Financial Status Report and (v) a CREFC®
NOI Adjustment Worksheet and a CREFC® Operating Statement Analysis Report, in each case with the supporting financial statements,
budgets, operating statements and rent rolls submitted by the Mortgagor.


(d)              
Not later than 5:00 p.m. (New York City time) on each P&I Advance Date beginning January 2023, the Master Servicer shall prepare
(if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator the following
reports and data files with respect to the Mortgage Loans: (A) to the extent the Master Servicer has received the CREFC®
Special Servicer Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) CREFC®
Loan Setup File (only with respect to the first Distribution Date), (C) the most recent CREFC® Property File, and
CREFC® Comparative Financial Status Report (in each case incorporating the data required




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to be included in the CREFC®
Special Servicer Loan File pursuant to Section 3.12(c) by the Special Servicer and the Master Servicer), (D) a CREFC®
Servicer Watch List with information that is current as of such Determination Date, (E) CREFC® Financial File, (F) CREFC®
Loan Level Reserve/LOC Report, (G) the CREFC® Advance Recovery Report, (H) CREFC® Total Loan Report
and (I) the report on Disclosable Special Servicer Fees delivered pursuant to Section 3.11(e) to the extent received from
the Special Servicer, if any. Additionally, not later than 5:00 p.m. (New York City time) on the P&I Advance Date beginning January
2023, the Master Servicer shall deliver or cause to be delivered in electronic format to the Certificate Administrator any applicable
CREFC® Loan Liquidation Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation
Reports received from the Special Servicer. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution
Date beginning January 2023, the Master Servicer shall deliver or cause to be delivered to the Certificate Administrator via electronic
format the CREFC® Loan Periodic Update File and, to the extent received by the Master Servicer, the CREFC®
Appraisal Reduction Template, if provided for such Distribution Date. In no event shall any report described in this subsection be required
to reflect information that has not been collected by or delivered to the Master Servicer, or any payments or collections not received
by the Master Servicer, as of the close of business on the Business Day prior to the Business Day on which the report is due.


Not later than 5:00 p.m. (New
York City time) two (2) calendar days following each Distribution Date (provided that if the second calendar day is not a Business Day,
then the immediately succeeding Business Day) beginning in January 2023, the Master Servicer shall deliver to the Certificate Administrator
the CREFC® Schedule AL File in EDGAR-Compatible Format provided, however, that the Master Servicer shall
have no obligation to prepare or deliver the CREFC® Schedule AL File unless the Depositor has delivered the items required
pursuant to Section 2.01(i) in both EDGAR-Compatible Format and Excel Format. If the Certificate Administrator does not receive
such CREFC® Schedule AL File from the Master Servicer by 5:00 p.m. (New York City time) on the date specified in the
immediately preceding sentence, it shall immediately request such CREFC® Schedule AL File from the Master Servicer via
email at NoticeAdmin@midlandls.com and send a copy of such request to the Depositor via email to daniel.vinson@barclays.com. In preparing
the CREFC® Schedule AL File and any Schedule AL Additional File for any given Distribution Date, and without any due diligence,
investigation or verification, the Master Servicer shall be entitled to conclusively rely, absent manifest error, on the content, completeness,
accuracy and compliance with any applicable requirements of Items 1111(h) and 1125 of Regulation AB and Item 601(b) of Regulation S-K
under the Securities Act as in effect on the Closing Date of the Initial Schedule AL File, any Initial Schedule AL Additional File and
Annex A-1 to the Prospectus. The Master Servicer may concurrently with the delivery of the related CREFC® Schedule AL File,
deliver any related Schedule AL Additional File in EDGAR-Compatible Format. The CREFC® Schedule AL File and the Schedule
AL Additional File shall each be a single file. Neither the Certificate Administrator nor the Master Servicer shall be required to combine
multiple CREFC® Schedule AL Files or Schedule AL Additional Files unless, solely with respect to the Master Servicer, multiple
Sub-Servicers prepare and submit such CREFC® Schedule AL Files or Schedule AL Additional Files to the Master Servicer.
The Certificate Administrator shall not be required to review, redact, reconcile, edit or verify the content, completeness or accuracy
of the information contained in any CREFC® Schedule AL File or Schedule AL Additional File. The Certificate Administrator
shall not be deemed to have actual




    	 	-213-	 



    


    

knowledge of the contents of any CREFC®
Schedule AL File or Schedule AL Additional File solely by its receipt thereof.


In the absence of manifest
error, the Master Servicer shall be entitled to conclusively rely upon, without investigation or inquiry, any information and reports
delivered to it by any third party, and the Certificate Administrator shall be entitled to conclusively rely upon the Master Servicer’s
reports and any information provided by the Trustee, without any duty or obligation to recompute, verify or recalculate any of the amounts
and other information stated therein.


(e)              
The Special Servicer shall deliver to the Master Servicer the reports and information required of the Special Servicer pursuant
to Section 3.11(e), Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver or make available
to the Certificate Administrator the reports and data files set forth in Section 3.12(d). The Master Servicer may, absent manifest
error, conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.11(e), Section
3.12(b) and Section 3.12(c). The Certificate Administrator may, absent manifest error, conclusively rely on the reports and/or
data to be provided by the Master Servicer pursuant to Section 3.12(d). In the case of information or reports to be furnished by
the Master Servicer to the Certificate Administrator pursuant to Section 3.12(d), to the extent that such information or reports
are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.11(e), Section 3.12(b)
or Section 3.12(c) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section
3.11(e), Section 3.12(b) or Section 3.12(c), the Master Servicer shall have no obligation to provide such information or reports
to the Certificate Administrator until it has received the requisite information or reports from the Special Servicer, and the Master
Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(d) caused by the Special
Servicer’s failure to timely provide any information or report required under Section 3.11(e), Section 3.12(b) or
Section 3.12(c) of this Agreement.


(f)               
Notwithstanding the foregoing, however, the failure of the Master Servicer or the Special Servicer to disclose any information
otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent
the Master Servicer or the Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special
Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of
information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and the Special Servicer may disclose any
such information or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing
Standard. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate
in its reasonable discretion (without suggesting liability on the part of any other party hereto).


(g)              
Unless otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver or make available
any statement, report or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case
may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering
such statement, report or information in a commonly used electronic format or (z) making such statement, report or information available
on the Master Servicer’s




    	 	-214-	 



    


    

website (with respect to items delivered by
the Master Servicer) or the Certificate Administrator’s Website, unless this Agreement expressly specifies a particular method of
delivery.


Notwithstanding anything
to the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required statements, reports or other
information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator and the Master
Servicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically deliver a paper copy
of any such statement, report or information as a temporary measure due to system problems, however, copies in electronic format shall
follow upon the correction of such system problems.


Section 3.13       
Access to Certain Information. (a) Each of the Master Servicer and the
Special Servicer shall provide or cause to be provided to the Certificate Administrator, and the Certificate Administrator shall afford
access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the OCC, the FDIC,
the Board of Governors of the Federal Reserve System of the United States of America and the supervisory agents and examiners of such
boards and such corporations, and any other federal or state banking or insurance regulatory authority that may exercise authority over
any such Certificateholder, and to each Holder of a Non-Registered Certificate, access to any documentation or information regarding the
Mortgage Loans (other than any Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that is a portion of a Serviced Whole Loan,
the related Companion Loan, and the Trust within its control which may be required by applicable law. At the election of the Master Servicer,
the Special Servicer or the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of
copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall
be permitted to require payment (other than from the Directing Certificateholder and the Trustee and the Certificate Administrator on
its own behalf or on behalf of the Certificateholders) of a sum sufficient to cover the reasonable out-of-pocket costs incurred by it
in making such copies. Such access shall (except as described in the preceding sentence) be afforded without charge but only upon reasonable
prior written request and during normal business hours at the offices of the Certificate Administrator or the Custodian.


The failure of the Master
Servicer or the Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality obligation
shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to this Section 3.13,
the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it
is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided
by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the
execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through”
confidentiality agreement if such information is being provided through the Master Servicer’s website or the Special Servicer’s
website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items
of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or
the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any
provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information




    	 	-215-	 



    


    

otherwise required to be disclosed by it pursuant
to this Agreement shall not constitute a breach of this Agreement to the extent that the Master Servicer or the Special Servicer, as the
case may be, determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure
would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with
respect to the Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on
behalf of the Trust or otherwise materially harm the Trust. Without limiting the generality of the foregoing, the Master Servicer or the
Special Servicer may refrain from disclosing information that it reasonably determines would prejudice the interests of the Certificateholders
with respect to a workout or exercise of remedies as to any particular Mortgage Loan.


Notwithstanding the limitation
set forth in the next succeeding paragraph, but subject to the last sentence of the immediately preceding paragraph, upon the reasonable
request of any Certificateholder (or with respect to any AB Subordinate Companion Loan related to a Serviced AB Whole Loan, the holder
of such AB Subordinate Companion Loan) that has delivered an Investor Certification to the Master Servicer or the Special Servicer, as
the case may be, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially
Serviced Loans), as applicable, may provide (or make available electronically) or make available at the expense of such Certificateholder
or holder of such AB Subordinate Companion Loan, as applicable, copies of any appraisals, operating statements, rent rolls and financial
statements (in each case, solely relating to the related Serviced Whole Loan or Serviced AB Whole Loan, if requested by the holder of
an AB Subordinate Companion Loan, as the case may be) obtained by the Master Servicer or the Special Servicer, as the case may be; provided
that, in connection with such request, the Master Servicer or the Special Servicer, as applicable, may require a written confirmation
executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer,
as applicable, generally to the effect that such Person will keep such information confidential and shall use such information only for
the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder or holder of such AB Subordinate
Companion Loan, as applicable, may have under this Agreement.


Notwithstanding anything
to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as specifically provided
for herein with respect to the Directing Certificateholder), unless required by applicable law or court order, no Certificateholder (except,
with respect to a Mortgage Loan Seller, to the extent necessary for such party to comply with its obligations under the related Mortgage
Loan Purchase Agreement, and except for the Master Servicer and the Certificate Administrator, acting in such capacities) or beneficial
owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files.


(b)              
The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date
Statements, Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available to
the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were
prepared by or delivered to the Certificate Administrator in electronic format:




    	 	-216-	 



    


    

(i)               
 The following documents, which will initially be made available under a tab or heading designated “deal documents”:


(A)            
the Prospectus and any other disclosure document relating to the Registered Certificates, in the form most recently provided to
the Certificate Administrator by the Depositor or by any Person designated by the Depositor;


(B)            
this Agreement and any amendments and exhibits hereto;


(C)               any
Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date;


(D)            
the Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


(E)             
the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator;


(ii)              
the following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


(A)              any
reports on Forms 10-D, ABS-EE, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust
through the EDGAR system;


(iii)             The
following documents, which will initially be made available under a tab or heading designated “periodic reports”:


(A)            
all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;


(B)               the
CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral Summary
File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance reports”
identified as such in the definition of “CREFC® Investor Reporting Package” (including, without limitation,
the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheets), the CREFC®
Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and


(C)               all
Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator;


(iv)             The
following documents, which will initially be made available under a tab or heading designated “additional documents”:


(A)              summaries
of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder of
the




    	 	-217-	 



    


    

related Companion Loan, and related information
delivered to the Certificate Administrator pursuant to Section 3.19(d);


(B)               all
property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a);


(C)              any
Appraisals delivered to the Certificate Administrator pursuant to Section 3.19;


(D)              a
detailed worksheet showing the calculation of each Appraisal Reduction Amount, Collateral Deficiency Amount, and Cumulative Appraisal
Reduction Amount on a current and cumulative basis; and


(E)             
the CREFC® Appraisal Reduction Template;


(v)              
The following documents, which will initially be made available under a tab or heading designated “special notices”:


(A)            
any notice with respect to a release pursuant to Section 3.09(d);


(B)               any
notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(g);


(C)               any
notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(j);


(D)               any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered
pursuant to Section 7.01;


(E)              any
notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required
to be delivered to the Certificateholders pursuant to Section 12.01;


(F)             
any Asset Review Report Summary received by the Certificate Administrator;


(G)            
any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g);


(H)               any
notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment by the successor
trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


(I)                 any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;




    	 	-218-	 



    


    

(J)                 any notice of resignation or termination of the Master Servicer or the Special Servicer pursuant to Section 7.03;


(K)            
any notice of termination pursuant to Section 9.01;


(L)             
any notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance
of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26 or Section
12.03, respectively;


(M)           
any notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to
Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section
12.05(b);


(N)            
any notice of recommendation of termination of the Special Servicer by the Operating Advisor and the related report prepared by
the Operating Advisor in connection with such recommendation;


(O)              any notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred
or is terminated (provided that with respect to a Control Termination Event or a Consultation Termination Event deemed to exist
due solely to the existence of an Excluded Loan, the Certificate Administrator will only be required to make available such notice of
the occurrence and continuance of a Control Termination Event or the notice of the occurrence and continuance of a Consultation Termination
Event to the extent the Certificate Administrator has been notified of such Excluded Loan);


(P)             
any notice that an Operating Advisor Consultation Event has occurred or is terminated;


(Q)            
any notice of the occurrence of an Operating Advisor Termination Event;


(R)             
any notice of the occurrence of an Asset Representations Reviewer Termination Event;


(S)             
any assessments of compliance delivered to the Certificate Administrator; and


(T)             
any attestation reports delivered to the Certificate Administrator;


(U)            
any “special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website
pursuant to Section 5.06;


(V)            
any Proposed Course of Action Notice; and




    	 	-219-	 



    


    

(W)          
 any notice or documents provided to the Certificate Administrator by the Depositor or the Master Servicer directing the Certificate
Administrator to post to the “Special Notices” tab;


(vi)                            the “Investor
Q&A Forum” pursuant to Section 4.07(a);


(vii)                         solely to Certificateholders
and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant to Section 4.07(b); and


(viii)                     the “U.S.
Risk Retention Special Notices” tab, which will contain any notices relating to (A) ongoing compliance by the Retaining
Sponsor with the Risk Retention Rules and (B) any noncompliance by the Third Party Purchaser or a successor third party purchaser
with the applicable provisions of the Risk Retention Rules;


provided that with respect to a Control
Termination Event or Consultation Termination Event that is deemed to exist due solely to the existence of an Excluded Loan, the Certificate
Administrator will only be required to provide notice of the occurrence and continuance of such event if it has been notified of or has
knowledge of the existence of such Excluded Loan.


The Certificate Administrator
shall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A) and (B)
above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the
Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans
available through its Internet website.


The Certificate Administrator
shall, in addition to posting the applicable notices on the “U.S. Risk Retention Special Notices” tab described above, provide
email notification to any Privileged Person (other than Financial Market Publishers) that has registered to receive access to the Certificate
Administrator’s Website that a notice has been posted to the “U.S. Risk Retention Special Notices” tab.


Notwithstanding the foregoing,
all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information” on the
Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through (vii) above)
and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower Party (unless a loan-by-loan
segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the
related Excluded Loan(s)).


Any Person that is a Borrower
Party shall only be entitled to access (a) the Distribution Date Statements, and the following items made available to the general
public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the Commission filings on the Certificate Administrator’s
Website, and (b) in the case of the Directing Certificateholder or a Controlling Class Certificateholder, if any such Person becomes
an Excluded Controlling Class Holder, upon delivery to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator and the Trustee in physical form (or, solely with respect to the Master Servicer or the Special Servicer, in electronic
form) of an Investor Certification substantially in the form of Exhibit P-1D and upon delivery to the Certificate Administrator
in physical form of




    	 	-220-	 



    


    

an Investor Certification substantially in
the form of Exhibit P-1F, which shall include each of the CTSLink User ID associated with such Excluded Controlling Class Holder,
all information (other than the Excluded Information with respect to any Excluded Loans (unless a loan-by-loan segregation is later performed
by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded Loans)) available
on the Certificate Administrator’s Website.


In the case of the Directing
Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of an Investor
Certification substantially in the form of Exhibit P-1B hereto, such Directing Certificateholder or Controlling Class Certificateholder
shall be entitled to access all information on the Certificate Administrator’s Website. The Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator and the Trustee may each rely on (i) an Investor Certification in the form of
Exhibit P-1B hereto from the Directing Certificateholder or a Controlling Class Certificateholder to the effect that such Person
is not an Excluded Controlling Class Holder and (ii) an Investor Certification in the form of Exhibit P-1D in physical
form (or, solely with respect to the Master Servicer or the Special Servicer, in electronic form) hereto from the Directing Certificateholder
or a Controlling Class Certificateholder to the effect that such Person is an Excluded Controlling Class Holder with respect to one or
more Excluded Loan(s). In the event the Directing Certificateholder or a Controlling Class Certificateholder becomes an Excluded Controlling
Class Holder, such party shall promptly notify each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator and the Trustee in writing substantially in the form of Exhibit P-1E that such party has become an Excluded Controlling
Class Holder with respect to the Excluded Loan(s) listed in such notice and shall also provide the Certificate Administrator a notice
substantially in the form of Exhibit P-1F listing each of the CTSLink User ID associated with such Excluded Controlling Class
Holder and directing the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access to the Certificate
Administrator’s Website as and to the extent provided in this Agreement. Upon confirmation from the Certificate Administrator that
such access has been restricted, such Excluded Controlling Class Holder shall submit a new Investor Certification substantially in the
form of Exhibit P-1D in physical form (or, solely with respect to the Master Servicer or the Special Servicer, in electronic
form) to access the information on the Certificate Administrator’s Website, except that such Excluded Controlling Class Holder shall
not be entitled to access any Excluded Information related to any Excluded Loan(s) (unless a loan-by-loan segregation is later performed
by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded Loan(s)) made
available on the Certificate Administrator’s Website. With respect to any Excluded Information sent for posting on the Certificate
Administrator’s Website, each of the Master Servicer, the Special Servicer and the Operating Advisor shall mark or label such information
as “Excluded Information” prior to delivery to the Certificate Administrator, and the Certificate Administrator shall segregate
on the Certificate Administrator’s Website such Excluded Information (and, if possible at a later time, on loan-by-loan basis) from
information relating to other Mortgage Loans or Whole Loans, as applicable.


Notwithstanding anything
herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator shall
be entitled to conclusively assume that the Directing Certificateholder and all beneficial owners of the Certificates of the Controlling
Class are not Excluded Controlling Class Holders except to the




    	 	-221-	 



    


    

extent that the Master Servicer, the Special
Servicer, the Operating Advisor or the Certificate Administrator, as the case may be, has received a notice substantially in the form
of Exhibit P-1E from the Directing Certificateholder or a Controlling Class Certificateholder that it has become an Excluded
Controlling Class Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall
be liable for any communication to the Directing Certificateholder or a Controlling Class Certificateholder that is an Excluded Controlling
Class Holder or disclosure of any information relating to an Excluded Loan (including any related Excluded Information delivered to the
Certificate Administrator for posting to the Certificate Administrator’s Website) if the Master Servicer, the Special Servicer,
the Operating Advisor or the Certificate Administrator, as the case may be, did not receive prior written notice that the related Mortgage
Loan is an Excluded Loan and/or, with respect to any related Excluded Information posted on the Certificate Administrator’s Website,
such information was not delivered to the Certificate Administrator in accordance with Section 3.33.


Each of the Master Servicer,
the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on delivery from
the Directing Certificateholder or a Controlling Class Certificateholder of an Investor Certification substantially in the form of Exhibit
P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing Certificateholder or a Controlling
Class Certificateholder receives access pursuant to this Agreement to any Excluded Information on the Certificate Administrator’s
Website or otherwise receives access to such Excluded Information, such Directing Certificateholder or Controlling Class Certificateholder
shall be deemed to have agreed that it (i) will not directly or indirectly provide any such Excluded Information to (A) the
related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees or personnel of such Directing
Certificateholder or Controlling Class Certificateholder or any of its Affiliates involved in the management of any investment in the
related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct
or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


The Certificate Administrator
makes no representation or warranty as to the accuracy or completeness of any report, document or other information made available on
its Internet website and assumes no responsibility therefor, other than with respect to such reports, documents or other information prepared
by the Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility for any information distributed
by it for which it is not the original source. Notwithstanding anything herein to the contrary, the Certificate Administrator shall not
be liable for any disclosure of information relating to any Excluded Loan to the extent such information was included in the summary of
a Final Asset Status Report delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website and
not properly identified as relating to any Excluded Loan.


In connection with providing
access to the Certificate Administrator’s Website (other than with respect to access provided to the general public in accordance
with Section 3.13(b)), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate
Administrator shall not be liable for the dissemination of information in accordance




    	 	-222-	 



    


    

herewith. Questions regarding the Certificate
Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (866) 846-4526.


(c)              
The 17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent
such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “BBCMS 2022-C18” and an identification of the type of information being provided
in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or any other
delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


(i)                                    any notices of
waivers under Section 3.08(d);


(ii)                                any Asset Status
Report delivered by the Special Servicer under Section 3.19(d);


(iii)                             any notice
of final payment on the Certificates;


(iv)                             any environmental
reports delivered by the Special Servicer under Section 3.09(c);


(v)                                any Appraisals
delivered to the 17g-5 Information Provider pursuant to Section 3.19;


(vi)                             any annual statements
as to compliance and related Officer’s Certificates delivered under Section 11.09 or Section 11.10;


(vii)                          any annual
independent public accountants’ attestation reports delivered pursuant to Section 11.11;


(viii)                       any notice
to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency Confirmation
from any Rating Agency as set forth in Section 3.25(a);


(ix)                              copies of requests
or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


(x)                                any requests
for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


(xi)                             any notice of
resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor trustee
or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


(xii)                          any Officer’s
Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;




    	 	-223-	 



    


    

(xiii)                       any notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to
Section 7.01;


(xiv)                       any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


(xv)                           any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to
Section 13.01(a)(ix);


(xvi)                       any Operating Advisor Annual Report pursuant to Section 3.26;


(xvii)                    any summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed
toward the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee regarding any of the information delivered
to the 17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating Agency Confirmation
or regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans, any related Companion Loan,
the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable Intercreditor
Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with whom the communication
was held pursuant to Section 3.13(g);


(xviii)                any other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation,
Section 2.03(b), Section 3.07(a), Section 3.12, Section 3.17, Section 3.18(g); Section 11.09
or Section 11.10; and


(xix)                        any other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


The foregoing information
shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. Information will
be posted on the same Business Day of receipt unless such information is received after 2:00 p.m., New York City time, on such Business
Day, in which case, it shall be posted by 12:00 p.m., New York City time, on the next Business Day. The 17g-5 Information Provider
shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete,
conforms to the transaction, or otherwise is or is not anything other than what it purports to be. In the event that any information is
delivered or posted in error, each of the Certificate Administrator and the 17g-5 Information Provider may remove such information
from the 17g-5 Information Provider’s Website. The Certificate Administrator and the 17g-5 Information Provider have not
obtained and shall not be deemed to have obtained actual knowledge of any information merely by posting such information to the Certificate
Administrator’s Website or the 17g-5 Information Provider’s Website to the extent such information was not produced by
the Certificate Administrator or the 17g-5 Information Provider, as applicable. Access will be provided by the 17g-5 Information
Provider to the NRSROs upon receipt of an NRSRO Certification in the form of Exhibit P-2 hereto (which certification may be
submitted electronically via the 17g-5 Information Provider’s Website). Questions regarding delivery of information to the 17g-5
Information Provider may be directed to (866) 846-4526 or




    	 	-224-	 



    


    

17g5informationprovider@wellsfargo.com (specifically
referencing “BBCMS 2022-C18” in the subject line).


Upon delivery by the Depositor
to the 17g-5 Information Provider of information designated by the Depositor as pre-closing information from the Depositor’s
17g-5 Website (the “Pre-Close Information”), the 17g-5 Information Provider shall make such information
available only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant to this Section 3.13(c).
Such information shall be provided to the 17g-5 Information Provider via electronic media and delivered to the 17g-5 Information
Provider as mutually agreed. The Depositor shall not be entitled to direct the 17g-5 Information Provider to provide access to the
Pre-Close Information or any other information on the 17g-5 Information Provider’s Website to any designee or third party.


Upon request of the Depositor
or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional
information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information
Provider electronically in accordance with this Section 3.13. In no event shall the 17g-5 Information Provider disclose on
the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.


The 17g-5 Information
Provider shall provide a mechanism to notify each Person that has signed-up for access to the 17g-5 Information Provider’s
Website in respect of the transaction governed by this Agreement each time an additional document is posted to the 17g-5 Information
Provider’s Website. The 17g-5 Information Provider shall notify any party that delivers any information, report, notice or document
to the 17g-5 Information Provider under this Agreement that such information, report, notice or document was received and that it
has been posted.


Any information required
to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to it via electronic mail at
17g5informationprovider@wellsfargo.com, specifically with a subject reference of “BBCMS 2022-C18” and an identification of
the type of information being provided in the body of such electronic mail, or via any alternative electronic mail address following notice
to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider.


(d)              
The Master Servicer or the Special Servicer, as applicable, may, but shall not be obligated to, provide bulk information that relates
to two or more transactions to the 17g-5 Information Provider. Any such information shall be posted by the 17g-5 Information Provider
and the 17g-5 Information Provider may, but shall not be obligated to, post such information in accordance with the timeframe provided
in Section 3.13(c) above; provided, however, that if the 17g-5 Information Provider is not able to post such
information in accordance with the timeframe in Section 3.13(c), then it shall post such information within a reasonable time.
The Master Servicer or the Special Servicer, as applicable, shall not send any such information directly to the Rating Agencies until
the 17g-5 Information Provider notifies it that such information has been posted to the 17g-5 Information Provider’s Website.




    	 	-225-	 



    


    

(e)              
 Certain information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®
reports and supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall be provided
by the Certificate Administrator at the direction of the Depositor to third parties (including Financial Market Publishers) with the consent
of the Depositor, and providing such information shall not constitute a breach of this Agreement by the Certificate Administrator. Such
information will be made available to such third parties upon receipt of a certificate in the form of Exhibit P-3 hereto, which
certification may be submitted electronically via the Certificate Administrator’s Website.


(f)               
Each of the Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt,
also deliver, produce or otherwise make available through its website or otherwise, any additional information relating to the Mortgage
Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other than any Non-Serviced
Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other Persons who deliver an Investor
Certification in accordance with this Section 3.13 and the Rating Agencies (collectively, the “Disclosure Parties”)
(in the case of deliveries to a Rating Agency, only to the extent such additional information is simultaneously delivered to the 17g-5
Information Provider for posting on the 17g-5 Information Provider’s Website in accordance with the provisions of Section
3.13(c)), in each case, except to the extent doing so is prohibited by this Agreement (including without limitation, any prohibitions
on dissemination of any confidential information, including, without limitation, any Privileged Information), applicable law or by the
related Mortgage Loan documents. Each of the Master Servicer and the Special Servicer shall be entitled to (i) indicate the source
of such information and affix thereto any disclaimer it deems appropriate in its discretion and/or (ii) require that the recipient
of such information (A) except for the Depositor and the Rating Agencies, enter into (x) an Investor Certification, (y) a
confidentiality agreement substantially in the form of Exhibit X or (z) a “click-through” confidentiality agreement
if such information is being provided through the Master Servicer’s website or the Special Servicer’s website, and (B) acknowledge
that the Master Servicer or the Special Servicer may contemporaneously provide such information to any other Disclosure Party. In addition,
to the extent access to such information is provided via the Master Servicer’s website or the Special Servicer’s website,
the Master Servicer and the Special Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or
an additional or alternative agreement as to the confidential nature of such information. In connection with providing access to or copies
of the information described in this Section 3.13(f) to current or prospective Certificateholders the form of confidentiality agreement
used by the Master Servicer or the Special Servicer, as applicable, shall be: (i) in the case of a Certificateholder, an Investor
Certification executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep such information
confidential (except that such Certificateholder may provide such information (x) to its auditors, legal counsel and regulators and
(y) to any other Person that holds or is contemplating the purchase of any Certificate or interest therein (provided that
such other Person confirms in writing such Ownership Interest or prospective Ownership Interest and agrees to keep such information confidential));
and (ii) in the case of a prospective purchaser of Certificates or interests therein or an investment advisor related thereto, an
Investor Certification indicating that such Person is a prospective purchaser of a Certificate or an interest therein or an investment
advisor related thereto and is requesting the information for use in evaluating a possible investment in Certificates and will otherwise
keep such information confidential with no further dissemination




    	 	-226-	 



    


    

(except that such Certificateholder may provide
such information to its auditors, legal counsel and regulators). In the case of a licensed or registered investment advisor acting on
behalf of a current or prospective Certificateholder, the Investor Certification shall be executed and delivered by both the investment
advisor and such current or prospective Certificateholder.


Neither the Master Servicer
nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement or by others in violation
of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible or have any liability for the
completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this Section 3.13 unless
such information was produced by the Master Servicer or the Special Servicer, as the case may be.


(g)              
The Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but not obligated)
to orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the Mortgage
Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related Intercreditor
Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication in writing
and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in Section 3.13(c)
the same day such communication takes place; provided, further that the summary of such oral communications shall not identify
which Rating Agency the communication was with. The 17g-5 Information Provider shall post such written summary on the 17g-5 Information
Provider’s Website in accordance with the procedures set forth in Section 3.13(c).


(h)              
Without limiting the Operating Advisor’s consultation rights pursuant to Section 6.08, the Special Servicer shall
provide to the Operating Advisor prior to an Operating Advisor Consultation Event, Final Asset Status Reports and approved or deemed approved
Major Decision Reporting Packages (only with respect to any Specially Serviced Loans) and after an Operating Advisor Consultation Event,
Asset Status Reports and Major Decision Reporting Packages. In addition, the Special Servicer, subject to the limitations on delivery
of Privileged Communications, shall provide to the Operating Advisor such reports and other information produced or otherwise available
to the Directing Certificateholder (other than, prior to the occurrence and continuance of an Operating Advisor Consultation Event, any
Asset Status Reports that are not Final Asset Status Reports), or Certificateholders generally, requested by the Operating Advisor in
support of the performance of its obligations under this Agreement in electronic format.


(i)                
The Special Servicer, subject to the limitations on delivery of Privileged Communications, shall provide to the Operating Advisor
such reports and other information produced or otherwise available to the Directing Certificateholder (other than, prior to the occurrence
and continuance of a Control Termination Event, any Asset Status Reports that are not Final Asset Status Reports), or Certificateholders
generally, requested by the Operating Advisor in support of the performance of its obligations under this Agreement in electronic format,
to the extent such reports and other information are not otherwise available on the Certificate Administrator’s Website.


(j)                
None of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict oral or
written communications, or providing information,




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between the Master Servicer, the Operating
Advisor, the Asset Representations Reviewer or the Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand,
with regard to (i) such Rating Agency’s or NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating
Advisor, the Asset Representations Reviewer or the Special Servicer, as the case may be, (ii) such Rating Agency’s or NRSRO’s
approval of the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, as
a commercial mortgage master, special or primary servicer, or (iii) such Rating Agency’s or NRSRO’s evaluation of the
Master Servicer’s, the Operating Advisor, the Asset Representations Reviewer’s or the Special Servicer’s, as the case
may be, servicing operations in general; provided that the Master Servicer, the Operating Advisor, the Asset Representations Reviewer
or the Special Servicer, as applicable, shall not provide any information relating to the Certificates or the Mortgage Loans, to any Rating
Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property and other
deal specific identifiers are redacted; (y) such information has already been provided to the 17g-5 Information Provider and
has been uploaded on to the 17g-5 Information Provider’s Website or (z) the Rating Agency confirms that it does not intend
to use such information in undertaking credit rating surveillance with respect to the Certificates; provided, however, that
the Rating Agencies may use information delivered under this clause (z) for any purpose to the extent it is publicly available
(unless the availability results from a breach of this Agreement) or comprised of information collected by the applicable Rating Agency
from the 17g-5 Information Provider’s Website (or another 17g-5 information provider’s website that they have access
to) other than pursuant to this Section 3.13(j).


(k)              
The costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party hereto shall
not be additional expenses of the Trust, but shall be borne by the applicable party hereto.


Section 3.14       
Title to REO Property; REO Account. (a) If title to any Mortgaged
Property is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO
Property, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and
consistent with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders
and, if applicable, on behalf of the related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect to
a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.14. The Special Servicer, on behalf of the Trust
and, if applicable, the related Serviced Companion Noteholder, shall sell any REO Property prior to the close of the third calendar year
following the year in which the Trust acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1),
for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for a qualifying extension of
time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided
in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “REO Extension”) by the
Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the Certificate Administrator an Opinion of
Counsel, addressed to the Trustee and the Certificate Administrator, to the effect that the holding by the Trust of such REO Property
subsequent to the close of the third calendar year following the year in which acquisition occurred will not cause an Adverse REMIC Event.
If the Special




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Servicer is granted or not denied the
REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated
by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer
period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer
in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its
obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the
Trust payable out of the Collection Account pursuant to Section 3.05(a).


(b)                                  The
Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from
its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more REO
Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, on behalf of any related Companion
Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the Lower-Tier Regular Interests), for the retention
of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account. The Special Servicer shall
deposit, or cause to be deposited, in the REO Account, within two (2) Business Days after receipt of properly identified funds,
all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. Funds in the REO
Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall give notice to the
Trustee, the Certificate Administrator, and the Master Servicer of the location of the REO Account when first established and of the
new location of the REO Account prior to any change thereof.


(c)                                   The
Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance
and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property. On
the later of (x) the date that is on or prior to each Determination Date or (y) two (2) Business Days after such amounts are received
and properly identified and determined to be available (or with respect to a Serviced Companion Loan, on the Business Day preceding each
Serviced Whole Loan Remittance Date), the Special Servicer shall withdraw from the REO Account and remit to the Master Servicer, which
shall deposit into the Collection Account (or the Companion Distribution Account, as applicable), the aggregate of all amounts received
in respect of each REO Property during the most recently ended Collection Period, net of (i) any withdrawals made out of such
amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Account; provided,
however, that the Special Servicer may retain in such REO Account, in accordance with the Servicing Standard, such portion of
such balance as may be necessary to maintain a reasonable reserve for repairs, replacements, leasing, management and tenant improvements
and other related expenses for the related REO Property. In addition, on or prior to the day the Special Servicer remits funds as provided
in this Section 3.14(c), the Special Servicer shall provide the Master Servicer with a written accounting of amounts remitted
to the Master Servicer for deposit in the Collection Account, as applicable, on such date. The Master Servicer shall apply all such amounts
as instructed by the Special Servicer on the Determination Date (or with respect to a Serviced Companion Loan, on each Serviced Whole
Loan Remittance Date) for the related Distribution Date.




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(d)                                  The Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting
for all deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


Section 3.15       
Management of REO Property. (a) If title to any REO Property is acquired,
the Special Servicer shall manage, conserve, protect, operate and lease such REO Property (other than any Non-Serviced Mortgaged Property)
for the benefit of the Certificateholders and the related Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests)
solely for the purpose of its timely disposition and sale in a manner that does not cause such REO Property to fail to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by the Trust or any Serviced Companion
Noteholder of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or result
in an Adverse REMIC Event. Subject to the foregoing, however, the Special Servicer shall have full power and authority to do any and all
things in connection therewith as are in the best interests of and for the benefit of the Certificateholders (and, in the case of each
Serviced Whole Loan, the related Companion Holder(s)) and the Trustee (as holder of the Lower-Tier Regular Interests) all as a collective
whole (taking into account the subordinate or pari passu nature of any Companion Loan, as the case may be) (as determined by the
Special Servicer in its reasonable judgment in accordance with the Servicing Standard). Notwithstanding anything to the contrary herein,
REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.15. Subject to this Section
3.15, the Special Servicer may allow the Trust or any commercial mortgage securitization that holds any Serviced Companion Loan to
earn “net income from foreclosure property” within the meaning of Section 860G(d) of the Code if it determines that earning
such income is in the best interests of Certificateholders and, if applicable, any related Companion Holder(s) on a net after-tax basis
as compared with net leasing such REO Property or operating such REO Property on a different basis. In connection therewith, the Special
Servicer shall deposit or cause to be deposited on a daily basis (and in no event later than two (2) Business Days following receipt
of such properly identified funds) in the applicable REO Account all revenues received by it with respect to each REO Property and the
related REO Loan, and shall withdraw from the REO Account, to the extent of amounts on deposit therein with respect to such REO Property,
funds necessary for the proper operation, management, leasing and maintenance of such REO Property, including, without limitation:


(i)                                      all
insurance premiums due and payable in respect of such REO Property;


(ii)                                   all
real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


(iii)                                any
ground rents in respect of such REO Property, if applicable; and


(iv)                               all
costs and expenses necessary to maintain and lease such REO Property.


To the extent that amounts
on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses (i) through
(iv) above with respect to such REO Property, the Master Servicer (subject to receiving notice from the Special Servicer in accordance
with the procedures set forth elsewhere in this Agreement) shall advance from its own




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funds such amount as is necessary for such
purposes unless (as evidenced by an Officer’s Certificate delivered to the Trustee, the Special Servicer, the Depositor, the Certificate
Administrator and the Directing Certificateholder (with respect to any Mortgage Loan other than an Excluded Loan, and prior to the occurrence
and continuance of a Consultation Termination Event)) such Advances would, if made, constitute Nonrecoverable Servicing Advances.


(b)                                  Without
limiting the generality of the foregoing, the Special Servicer shall not:


(i)                                      permit the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will
give rise to any income that does not constitute Rents from Real Property;


(ii)                                   permit
any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;


(iii)                                authorize
or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if
more than 10% of the construction of such building or other improvement was completed before default on the related Mortgage Loan became
imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


(iv)                               Directly
Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property on any date more than
ninety (90) days after its acquisition date;


unless, in any such case, the Special Servicer
has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing Advance) to the effect that
such action will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code at any time that it is held for the benefit of the Trust, in which case the Special Servicer may take such actions as are
specified in such Opinion of Counsel.


(c)                                   The
Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property within ninety (90) days
of the acquisition date thereof, provided that:


(i)                                      the
terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at arm’s length;


(ii)                                   the fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light of
the nature and locality of the Mortgaged Property;


(iii)                                any
such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs and expenses
incurred in connection with the operation and management of such REO Property, including, without limitation, those listed in subsection (a)
hereof, and (B) remit all related revenues collected (net of its fees and such costs and expenses) to the Special Servicer
upon receipt;




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(iv)                               none of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with respect to the operation
and management of any such REO Property; and


(v)                                  the
Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing Standard.


The Special Servicer shall
be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations
hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to
limit or modify such indemnification.


(d)                                  When
and as necessary, the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer a statement prepared
by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes, resulting
from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants
of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO Property in accordance with Section
3.15(a) and Section 3.15(b).


Section 3.16         
Sale of Defaulted Loans and REO Properties.
(a) (i) Within thirty (30) days
after a Defaulted Loan has become a Specially Serviced Loan, the Special Servicer shall order (but shall not be required to have received)
an Appraisal and within thirty (30) days of receipt of the Appraisal shall determine the fair value of such Defaulted Loan in
accordance with the Servicing Standard; provided, however, that if the Special Servicer is then in the process of obtaining
an Appraisal with respect to the related Mortgaged Property, the Special Servicer shall make its fair value determination as soon as
reasonably practicable (but in any event within thirty (30) days) after its receipt of such an Appraisal. The Special Servicer
may, from time to time, adjust its fair value determination based upon changed circumstances, new information and other relevant factors,
in each instance in accordance with a review of such circumstances and new information in accordance with the Servicing Standard including,
without limitation, the period and amount of the occupancy level and physical condition of the related Mortgaged Property and the state
of the local economy; provided that the Special Servicer shall promptly notify the Master Servicer in writing of the initial fair
value determination and any adjustment to its fair value determination.


(ii)                                   If
any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to the extent otherwise
required pursuant to the terms of the related Intercreditor Agreement, then the Special Servicer (with respect to a Specially Serviced
Loan) or the Master Servicer (with respect to a Non-Specially Serviced Loan) shall promptly notify in writing the other, any related
Companion Holder and any related mezzanine lender, as applicable, of any events requiring notice under the Intercreditor Agreement in
accordance with the terms thereof. Thereafter, any related Companion Holder and related mezzanine lender, as applicable, shall, notwithstanding
anything in this Section 3.16 to the contrary, have the option to




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purchase the related Mortgage Loan and
cure defaults relating thereto as and to the extent set forth in the related Intercreditor Agreement.


(iii)                                If
any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion Holder or
related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously exercised
the option to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer shall use reasonable efforts to solicit
offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related Serviced Companion Loan in such manner
as will be reasonably likely to maximize the value of the Defaulted Loan on a net present value basis, if and when the Special Servicer
determines, consistent with the Servicing Standard, that no satisfactory arrangements (including by way of a discounted pay-off)
can be made for collection of delinquent payments thereon and such a sale would be in the best economic interests of the Certificateholders
and, if applicable, the related Companion Holder (and, with respect to a Serviced AB Whole Loan, taking into account the subordinate
nature of the related Serviced Companion Loan). In the case of a Non-Serviced Mortgage Loan, to the extent permitted under the related
Intercreditor Agreement, and such Non-Serviced Mortgage Loan is not sold together with the Non-Serviced Companion Loan by the
Non-Serviced Special Servicer, the Special Servicer shall be entitled to sell with respect to any Mortgage Loan other than an Excluded
Loan (with the consent of the Directing Certificateholder if no Control Termination Event has occurred and is continuing, provided
such Non-Serviced Mortgage Loan is not an Excluded Loan as to such party) such Non-Serviced Mortgage Loan if it determines
in accordance with the Servicing Standard that such action would be in the best interests of the Certificateholders and, subject to the
terms of the related Intercreditor Agreement (and provided that the related Non-Serviced Special Servicer will not be entitled
to a liquidation fee), the Special Servicer shall be entitled to the liquidation fee that the related Non-Serviced Special Servicer would
have otherwise been entitled to in connection with the sale of such Non-Serviced Mortgage Loan. The Special Servicer is required to give
the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor and the Directing Certificateholder (but only
prior to the occurrence and continuance of a Consultation Termination Event), the Serviced AB Whole Loan Controlling Holder with respect
to any Serviced AB Whole Loan prior to an AB Control Appraisal Period (in the case of the Directing Certificateholder, other than in
respect of any Excluded Loan as to such party) not less than ten (10) days’ prior written notice of its intention to sell
any Defaulted Loan. In the absence of a cash offer at least equal to the Purchase Price, the Special Servicer may purchase the Defaulted
Loan for the Purchase Price or may accept the first cash offer received from any Person that constitutes a fair price for the Defaulted
Loan.


(iv)                               (A) In
the case of a Specially Serviced Loan as to which a default has occurred and is continuing, in the absence of any offer at least equal
to the Purchase Price pursuant to clause (iii) above (or purchase by the Special Servicer for such price), the Special
Servicer shall solicit offers and, subject to sub-clause (B) below, accept the highest offer received from any Person that
is determined by the Special Servicer to be a fair price for such Specially Serviced Loan, if the offeror is a Person other than an Interested
Person. In determining whether any offer from a Person other than an Interested Person constitutes




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a fair price for any Defaulted Loan,
the Special Servicer shall take into account (in addition to the results of any Appraisal, updated Appraisal or narrative appraisal that
it may have obtained pursuant to this Agreement within the prior 9 months), among other factors, the period and amount of the occupancy
level and physical condition of the related Mortgaged Property and the state of the local economy. If the offeror is an Interested Person
(provided that the Trustee may not be an offeror), the Trustee shall determine whether the offer constitutes a fair price unless
such offer by an Interested Person (i) is equal to or greater than the applicable Purchase Price and (ii) is the highest offer
received. Absent an offer at least equal to the Purchase Price, no offer from an Interested Person shall constitute a fair price unless
(x) it is the highest offer received and (y) at least two other offers are received from independent third parties. In determining
whether any offer received from an Interested Person represents a fair price for any such Defaulted Loan, the Trustee shall rely on the
most recent Appraisal (or update of such Appraisal) of the related Mortgaged Property conducted in accordance with this Agreement within
the preceding nine (9) month period or, in the absence of any such Appraisal, on a new Appraisal. Except as provided in the following
paragraph, the cost of any Appraisal will be covered by, and will be reimbursable as, a Servicing Advance by the Master Servicer.


Notwithstanding anything
contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by an Interested Person
constitutes a fair price, the Trustee must (at the expense of the Interested Person) designate an independent third party expert in real
estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing loans similar to the subject
Mortgage Loan or Serviced Whole Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes
a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee designates such a third party to make such determination, the
Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable fees of, and the costs of all
Appraisals, inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable
by, the Interested Person; provided that the Trustee will not engage a third party expert whose fees exceed a commercially reasonable
amount as determined by the Trustee. The Special Servicer shall use efforts consistent with the Servicing Standard to collect payment
from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of demand for
payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall
continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person. Neither
the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Specially Serviced Loan.


(B)                             The
Special Servicer will not be obligated to accept the highest offer if the Special Servicer determines (in consultation with the Directing
Certificateholder (unless a Consultation Termination Event has occurred and is continuing) subject, to the limitations on consultation
set forth in and in accordance with Section 6.08(a) and other than with respect to any Mortgage Loan that is an Excluded Loan
as to such party and, in the case of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion
Holder), in accordance with the Servicing Standard (and subject to the requirements of any




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related Intercreditor Agreement), that
the rejection of such offer would be in the best interests of the Holders of Certificates and, in the case of a sale of a Serviced Whole
Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder (as a collective whole, as if such Certificateholders
and, if applicable, the related Companion Holder constituted a single lender, and taking into account the subordinate or pari passu
nature of any Companion Loan). In addition, the Special Servicer may accept a lower offer from any Person other than an Affiliate of the
Special Servicer if it determines, in its reasonable judgment consistent with the Servicing Standard, that the acceptance of such offer
would be in the best interests of the Holders of Certificates and, in the case of a sale of a Serviced Whole Loan or an REO Property related
to a Serviced Whole Loan, the related Companion Holder (as a collective whole, as if such Certificateholders and, if applicable, the related
Companion Holder constituted a single lender, and taking into account the subordinate or pari passu nature of any Companion Loan)
(for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective
buyer making the lower offer are more favorable); provided that the offeror is not the Special Servicer or a Person that is an
Affiliate of the Special Servicer. The Special Servicer shall use reasonable efforts to sell all Defaulted Loans prior to the Rated Final
Distribution Date. For the avoidance of doubt, the Trustee shall have no obligation to make any fair value determination, to the extent
required to do so pursuant to this Section 3.16, on the basis of anything other than the related Appraisal.


(v)                                  Unless and until any Specially Serviced Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue
such other resolution strategies with respect to such Specially Serviced Loan, including, without limitation, workout and foreclosure,
as the Special Servicer may deem appropriate, consistent with the Asset Status Report and the Servicing Standard and the REMIC Provisions.


(b)                                  (i)
(A) The Special Servicer may purchase any REO Property at the Purchase Price therefor (in the case of a Serviced Whole Loan, such
purchase shall be a purchase of the entire REO Property, including the portion relating to the related Companion Loan). The Special Servicer
may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan, such sale shall be a sale of the entire
REO Property, including the portion relating to the related Companion Loan), if and when the Special Servicer determines, consistent
with the Servicing Standard, that such a sale would be in the best economic interest of the Trust and the related Companion Holders.
The Special Servicer shall give the Trustee, the Master Servicer, each Companion Holder, the Certificate Administrator and the Directing
Certificateholder (in the case of the Directing Certificateholder, in respect of any Mortgage Loan other than an Excluded Loan as to
such party, prior to the occurrence and continuance of a Consultation Termination Event), not less than ten (10) days’ prior
written notice of its intention to (i) purchase any REO Property at the Purchase Price therefor (including a calculation of the
Purchase Price) or (ii) sell any REO Property, in which case the Special Servicer shall accept the highest offer received from
any Person for any REO Property in an amount at least equal to the Purchase Price therefor. To the extent permitted by applicable law,
and subject to the Servicing Standard, the Master Servicer, an Affiliate of the Master Servicer, the Special Servicer or an Affiliate
of the Special Servicer, or an employee of either of them may act as broker in connection with the sale of any REO Property and




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may retain from the proceeds of such sale a
brokerage commission that does not exceed the commission that would have been earned by an independent broker pursuant to a brokerage
agreement entered into at arm’s length.


(B)                             In
the absence of any such offer as set forth in sub-clause (A) above, the Special Servicer shall, subject to sub-clause (C)
below, accept the highest offer for such REO Property received from any Person that is determined to be a fair price (1) by
the Special Servicer, if the highest offeror is a Person other than an Interested Person, or (2) by the Trustee, if the highest
offeror is an Interested Person unless such offer by an Interested Person (i) is equal to or greater than the applicable Purchase
Price and (ii) is the highest offer received; provided, however, that absent an offer at least equal to the Purchase
Price, no offer from an Interested Person shall constitute a fair price unless (A) it is the highest offer received and (B) at
least two other offers are received from independent third parties. Notwithstanding anything to the contrary herein, neither the Trustee,
in its individual capacity, nor any of its Affiliates may make an offer for or purchase any REO Property pursuant hereto.


(C)                             The
Special Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if the Special
Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of the Certificateholders
and, with respect to any Serviced Whole Loan, the related Companion Holder, and in either case, as a collective whole (taking into account
the subordinate or pari passu nature of any Serviced Companion Loans). In addition, the Special Servicer may accept a lower offer
if it determines, in accordance with the Servicing Standard, that acceptance of such offer would be in the best interests of the Certificateholders
and, with respect to any Serviced Whole Loan, the related Companion Holder, and in either case, as a collective whole (taking into account
the subordinate or pari passu nature of any Serviced Companion Loans) (for example, if the prospective buyer making the lower
offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable);
provided that the offeror is not the Special Servicer or a Person that is an Affiliate of the Special Servicer.


(D)                            In
determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee shall obtain
and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters retained by the
Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other Independent expert shall
be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all Appraisals, inspection reports and broker
opinions of value incurred by any such third party shall be covered by, and shall be reimbursable, from the offering Interested Person
and the Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If
such expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall
be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special




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Servicer shall continue to use efforts
consistent with the Servicing Standard to collect such amounts from the applicable Interested Person. In determining whether any offer
constitutes a fair price for any REO Property, the Special Servicer or the Trustee (or, if applicable, such appraiser) shall take into
account, and any appraiser or other expert in real estate matters shall be instructed to take into account, as applicable, among other
factors, the physical condition of such REO Property, the state of the local economy and the Trust’s obligation to comply with REMIC
Provisions.


(ii)                                   Subject
to the Servicing Standard, the Special Servicer shall act on behalf of the Trust and the related Companion Holders in negotiating and
taking any other action necessary or appropriate in connection with the sale of any REO Property, including the collection of all amounts
payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation or warranty by, the Trustee,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or the Trust (except that any contract of sale and assignment and conveyance documents may contain customary warranties of title,
so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance with the terms of this Agreement,
none of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or the Trustee shall have any liability to the Trust or any Certificateholder or related Companion Holder (if applicable) with
respect to the purchase price therefor accepted by the Special Servicer or the Trustee.


(c)                                   Any
sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative interpretations
thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


(d)                                  With
respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this Agreement, if the
related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the Special Servicer determines to sell the related Mortgage
Loan that has become a Defaulted Loan in accordance with this Section 3.16, then the Special Servicer shall sell the related Serviced
Pari Passu Companion Loan together with such Mortgage Loan as one whole loan and shall require that all offers be submitted to the Special
Servicer in writing. To the extent a determination is required to be made hereunder as to whether any cash offer constitutes a fair price
for a Serviced Whole Loan, such determination shall be made by the Special Servicer unless the offeror is an Interested Person and by
the Trustee if the offeror is an Interested Person. Notwithstanding the foregoing, the Special Servicer will not be permitted to sell
the related Mortgage Loan together with the related Serviced Pari Passu Companion Loan(s) if it becomes a defaulted Whole Loan without
the written consent of the holder of the related Serviced Pari Passu Companion Loan (provided that such consent is not required
if the holder of the Serviced Pari Passu Companion Loan is the Mortgagor or an Affiliate of the Mortgagor) unless the Special Servicer
has delivered to the holder of the related Serviced Pari Passu Companion Loan: (a) at least fifteen (15) Business Days
prior written notice of any decision to attempt to sell such Serviced Whole Loan; (b) at least ten (10) days prior to the
permitted sale date, a copy of each bid package (together with any amendments to such bid packages) received by the Special Servicer
in connection with any such proposed sale; (c) at least ten (10) days prior to the proposed




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sale date, a copy of the most recent Appraisal
for such Serviced Pari Passu Whole Loan, and any documents in the servicing file reasonably requested by the holder of the related Serviced
Pari Passu Companion Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded
to other offerors and the Directing Certificateholder) prior to the proposed sale date, all information and other documents being provided
to other offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer in connection with
the proposed sale. The holder of the related Serviced Pari Passu Companion Loan (or its representative) will be permitted to submit an
offer at any sale of such Whole Loan; however, the related Mortgagor and its agents and Affiliates shall not be permitted to submit
an offer at such sale. Notwithstanding the foregoing, with respect to each Serviced Whole Loan, the holder of the related Companion Loan
may waive any of the delivery or timing requirements set forth in this paragraph with respect to the related Whole Loan. If the Trustee
is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option and at
the expense of the offering Interested Person purchaser) designate an independent third party expert in real estate or commercial mortgage
loan matters with at least five (5) years’ experience in valuing loans similar to the subject Mortgage Loan, that has been
selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan. The Trustee
shall act in a commercially reasonable manner in making such determination. If the Trustee designates such a third party to make such
determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable fees of,
and the costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party shall be covered by,
and shall be reimbursable, from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing
Standard to collect payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty
(30) days of demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance
but the Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable
Interested Person.


(e)                                   (i) Notwithstanding
anything in this Section 3.16 to the contrary, with respect to each Serviced AB Whole Loan, pursuant to the terms of the related
Intercreditor Agreement, the related Subordinate Companion Holder will have the right to purchase the related Mortgage Loan or related
REO Property, as applicable. Such right of such Subordinate Companion Holder shall be given priority over any provision described in
this Section 3.16 as and to the extent set forth in the related Intercreditor Agreement. If the related Mortgage Loan or related
REO Property is purchased by such Subordinate Companion Holder, repurchased by the applicable Mortgage Loan Seller or otherwise ceases
to be subject to this Agreement, the related AB Subordinate Companion Loan will no longer be subject to this Agreement.


(ii)                                   Notwithstanding
anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase the related Mortgage Loan
or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in the related Intercreditor Agreement.


(f)                                     Unless
otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16 will be on a servicing
released basis.




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(g)                                  In the event the Master Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of the Trust pursuant
to the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall exercise such right.


Section 3.17       
Additional Obligations of Master Servicer and Special Servicer. (a)  The
Master Servicer shall deliver all Compensating Interest Payments (other than the portion of any Compensating Interest Payment allocated
to a Serviced Pari Passu Companion Loan) to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account
on each P&I Advance Date, without any right of reimbursement therefor. The Master Servicer shall deliver the portion of any Compensating
Interest Payment allocated to a Serviced Pari Passu Companion Loan to the Companion Paying Agent for deposit in the Companion Distribution
Account on each P&I Advance Date, without any right of reimbursement therefor.


(b)                                  The
Master Servicer or the Special Servicer, as applicable, shall provide to each Serviced Companion Noteholder any reports or notices required
to be delivered to such Serviced Companion Noteholder pursuant to the related Intercreditor Agreement.


(c)                                   Upon
the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would exceed
the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection Account and available
for distribution on the next Distribution Date, the Master Servicer or the Trustee, each at its own option and in its sole discretion,
as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance pursuant to Section 3.05(a)(v)
immediately, as an accommodation may elect to refrain from obtaining such reimbursement for such portion of the Nonrecoverable Advance
during the one month collection period ending on the then-current Determination Date, for successive one-month periods for a total period
not to exceed twelve (12) months (provided that, with respect to any Mortgage Loan other than an Excluded Loan, any such
deferral exceeding six (6) months shall require, prior to the occurrence and continuance of any Control Termination Event, the
consent of the Directing Certificateholder), and any election to so defer or not to defer shall be deemed to be in accordance with the
Servicing Standard. If the Master Servicer or the Trustee makes such an election at its sole option and in its sole discretion to defer
reimbursement with respect to all or a portion of a Nonrecoverable Advance (together with interest thereon), then such Nonrecoverable
Advance (together with interest thereon) or portion thereof shall continue to be fully reimbursable in the subsequent collection period
(subject, again, to the same sole option to defer; it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance
shall again be payable first from principal collections as described above prior to payment from other collections). In connection
with a potential election by the Master Servicer or the Trustee to refrain from the reimbursement of a particular Nonrecoverable Advance
or portion thereof during the one month collection period ending on the related Determination Date for any Distribution Date, the Master
Servicer or the Trustee shall further be authorized to wait for principal collections on the Mortgage Loans to be received until the
end of such collection period before making its determination of whether to refrain from the reimbursement of a particular Nonrecoverable
Advance or portion thereof; provided, however, that if, at any time the Master Servicer or the Trustee, as applicable,
elects, in its sole discretion, not to refrain from obtaining such reimbursement or otherwise determines that the reimbursement of a
Nonrecoverable Advance during a one-month collection period will exceed the full amount of the principal portion of general collections
on or in respect of Mortgage Loans




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deposited in the Collection Account for such
Distribution Date, then the Master Servicer or the Trustee, as applicable, shall use its reasonable efforts to give the 17g-5 Information
Provider fifteen (15) days’ notice of such determination for posting on the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c), unless extraordinary circumstances make such notice impractical, which shall mean that (i) the
Master Servicer or the Trustee, as the case may be, determines in its sole discretion that waiting fifteen (15) days after such a
notice could jeopardize its ability to recover such Nonrecoverable Advance, (ii) changed circumstances or new or different information
becomes known to the Master Servicer or the Trustee, as the case may be, that could affect or cause a determination of whether any Advance
is a Nonrecoverable Advance or whether to defer reimbursement of a Nonrecoverable Advance or the determination in clause (i)
above, or (iii) in the case of the Master Servicer, it has not timely received from the Trustee information required by the Master
Servicer to determine whether to defer reimbursement for a Nonrecoverable Advance. If any of the circumstances described in clause (i),
(ii) or (iii) of the foregoing sentence apply, the Master Servicer or Trustee, as applicable, shall give the 17g-5 Information
Provider a notice for posting of the anticipated reimbursement as soon as reasonably practicable. Notwithstanding the foregoing, failure
to give notice as required by the preceding or second preceding sentence shall in no way affect the Master Servicer’s or the Trustee’s
election whether to refrain from obtaining such reimbursement or right to obtain such reimbursement as described in this Section 3.17(c).
Nothing herein shall give the Master Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance to the extent
of any principal collections then available in the Collection Account pursuant to Section 3.05(a)(v). The Master Servicer or the
Trustee, as the case may be, shall have no liability for any loss, liability or expenses resulting from any notice provided to the Rating
Agencies contemplated by this Section 3.17(c).


The foregoing shall not,
however, be construed to limit any liability that may otherwise be imposed on such Person for any failure by such Person to comply with
the conditions to making such an election under this Section 3.17(c) or to comply with the terms of this Section 3.17(c)
and the other provisions of this Agreement that apply once such an election, if any, has been made; provided, however, that
the fact that a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some Classes of Certificateholders
to the detriment of other Classes of Certificateholders shall not, with respect to the Master Servicer or the Special Servicer, as applicable,
constitute a violation of the Servicing Standard and/or with respect to the Trustee (solely in its capacity as Trustee), constitute a
violation of any fiduciary duty to Certificateholders or any contractual obligation hereunder. If the Master Servicer or the Trustee,
as the case may be, determines, in its sole discretion, to fully recover the Nonrecoverable Advances immediately instead of deferring
such reimbursement, then the Master Servicer or the Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable
Advances with interest thereon at the Reimbursement Rate from all amounts in the Collection Account for such Distribution Date (deemed
first from principal and then interest). Any such election by any such party to refrain from reimbursing itself or obtaining
reimbursement for any Nonrecoverable Advance or portion thereof with respect to any one or more collection periods shall not limit the
accrual of interest at the Reimbursement Rate on such Nonrecoverable Advance for the period prior to the actual reimbursement of such
Nonrecoverable Advance. The Master Servicer’s or the Trustee’s, as the case may be, agreement to defer reimbursement of such
Nonrecoverable Advances as set forth above is an accommodation to the Certificateholders and shall not be construed as an obligation on
the part of the Master Servicer or the Trustee, as applicable, or a right of the Certificateholders. Nothing herein shall be deemed to
create in the Certificateholders




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a right to prior payment of distributions over
the Master Servicer’s or the Trustee’s, as applicable, right to reimbursement for Advances (deferred or otherwise) and accrued
interest thereon. In all events, the decision to defer reimbursement or to seek immediate reimbursement of Nonrecoverable Advances shall
be deemed to be in accordance with the Servicing Standard and none of the Master Servicer, the Trustee or the other parties to this Agreement
shall have any liability to one another or to any of the Certificateholders or any of the Companion Holders for any such election that
such party makes as contemplated by this Section 3.17(c) or for any losses, damages or other adverse economic or other effects
that may arise from such an election, nor shall such election constitute a violation of the Servicing Standard or any duty under this
Agreement. Neither the Master Servicer nor the Trustee shall have any liability whatsoever for making an election, or refraining from
making an election, that is authorized under this Section 3.17(c).


No determination by the Master
Servicer (or the Trustee, as applicable) to exercise its sole option to defer the reimbursement of Advances and/or interest thereon under
this section shall be construed as an agreement by the Master Servicer (or the Trustee, as applicable) to subordinate (in respect of realizing
losses), to any Class of Certificates, such party’s right to such reimbursement during such period of deferral.


With respect to any modification
or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received), the Master Servicer or the Special
Servicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such modification or amendment, which the 17g-5
Information Provider shall promptly post on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


(d)                                  With
respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not require the lender
to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply amounts held in any
reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or the Special Servicer, as the case may
be, may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the applicable reserve account, unless
not applying those amounts as a prepayment would be a violation of the Servicing Standard. Such amount may be used, if permitted under
the loan documents, to defease the loan, or may be used to prepay the Mortgage Loan (or Serviced Whole Loan), or for other purpose consistent
with the Servicing Standard and the loan documents, upon a subsequent default.


(e)                                   Within
one (1) Business Day after the execution of any amendment or modification of any Intercreditor Agreement, the Master Servicer
or the Special Servicer, as the case may be, shall provide to the Certificate Administrator a copy of any such modification or amendment
of any Intercreditor Agreement, and such amendment or modification shall be a Reportable Event.


Section 3.18       
Modifications, Waivers, Amendments and Consents. (a)  The
Special Servicer shall process waivers, modifications, amendments and consents with respect to Specially Serviced Loans and all such matters
that involve a Major Decision, Special Servicer Decision or Payment Accommodation for all Mortgage Loans (and any related Serviced Companion
Loan) that are not Specially Serviced Loans, and the Master Servicer shall process waivers, modifications, amendments and consents with
respect to any Mortgage Loan (other than




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any Non-Serviced Mortgage Loan) and any related
Serviced Companion Loan that is not a Specially Serviced Loan and does not involve a Major Decision, Special Servicer Decision or Payment
Accommodation. Except as set forth in Section 3.08(a), Section 3.08(b), this Section 3.18(a), Section 3.18(d),
Section 3.18(h), Section 3.18(i), Section 3.18(m) and Section 6.08, but subject to any other conditions set
forth thereunder and, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any Serviced Whole Loan (and with
respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder, as applicable, to advise or consult with the
Special Servicer with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related
Intercreditor Agreement), the Special Servicer shall not modify, waive or amend the terms of a Mortgage Loan and/or related Companion
Loan that would constitute a Major Decision without (x) prior to the occurrence and continuance of a Control Termination Event and other
than with respect to any Excluded Loan, the consent (or deemed consent) of the Directing Certificateholder (or, with respect to a Serviced
AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal Period, the prior consent of the related AB Whole Loan
Controlling Holder, to the extent required by the terms of the related Intercreditor Agreement) having been obtained by the Special Servicer
to the extent required by, and pursuant to the process described under, Section 6.08(a), (y) after the occurrence and during the
continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other
than with respect to any Excluded Loan, the Special Servicer having consulted with the Directing Certificateholder if and to the extent
required pursuant to Section 6.08(a); or (z) after the occurrence and during the continuance of an Operating Advisor Consultation
Event, the Special Servicer having consulted with the Operating Advisor if and to the extent required pursuant to Section 6.08(a);
and provided, further, that no extension entered into pursuant to this Section 3.18(a) shall (x) extend the Maturity
Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage
Loan secured solely or primarily by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the
extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years,
prior to the expiration of such leasehold estate, or (y) with respect to a Specially Serviced Loan, provide for the deferral of interest
unless interest accrues on the related Mortgage Loan or Serviced Whole Loan generally at the related Mortgage Rate. If such extension
would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after
the original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is
not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, (1) the Special Servicer
shall provide the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor and the Directing Certificateholder
(in the case of the Directing Certificateholder, (i) prior to the occurrence and continuance of a Consultation Termination Event
and (ii) other than with respect to any Mortgage Loan that is an Excluded Loan as to such party), with an Opinion of Counsel (at
the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be
paid by the Mortgagor, to be paid as an expense of the Trust in accordance with Section 3.11(d)) that such extension would not
constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning of Treasury
Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, (w) prior to the occurrence and continuance of
a Control Termination Event and other than with respect to any Excluded Loan, obtain the consent (or deemed consent) of the Directing
Certificateholder, (x) after the occurrence




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and during the continuance of a Control Termination
Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other than with respect to any Excluded Loan
with respect to the Directing Certificateholder, consult with the Directing Certificateholder and (y) after the occurrence and during
the continuance of an Operating Advisor Consultation Event, the Special Servicer having consulted with the Operating Advisor if and to
the extent required pursuant to Section 6.08(a).


Additionally, the Special
Servicer shall not modify, waive or amend the terms of any Mortgage Loan and/or related Companion Loan that would constitute a Special
Servicer Decision under any of clauses (iv), (v), (vi) and (vii) of the definition of “Special Servicer Decision”
unless (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded
Loan, the Directing Certificateholder has consented in writing within ten (10) Business Days (or, with respect to clause (g)
of the definition of “Special Servicer Decision”, five (5) business days) after the Directing Certificateholder’s receipt
of the Special Servicer’s written recommendation and analysis and all information reasonably requested by the Directing Certificateholder,
and reasonably available to the Special Servicer in order to grant or withhold such consent (provided that if such written consent
has not been received by the Special Servicer within such ten (10) Business Day (or five (5) Business Day, as applicable) period,
then the Directing Certificateholder will be deemed to have approved such action), (y) after the occurrence and during the continuance
of an Operating Advisor Consultation Event, the Special Servicer having consulted with the Operating Advisor if and to the extent required
pursuant to Section 6.08(a) or (z) (i) after the occurrence and during the continuance of a Control Termination Event
and (ii) other than with respect to any Excluded Loan, but prior to the occurrence and continuance of a Consultation Termination
Event, the Special Servicer having consulted with the Directing Certificateholder. In the event the Special Servicer receives no response
from the Directing Certificateholder within ten (10) Business Days (or, with respect to clause (vii) of the definition of “Special
Servicer Decision”, five (5) business days) following its written request for input on any required consultation, the Special Servicer
shall not be obligated to consult with the Directing Certificateholder, as applicable, on the specific matter; provided, however,
that the failure of the Directing Certificateholder to respond shall not relieve the Special Servicer or the Master Servicer, as applicable,
from consulting with the Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan (other than a
Non-Serviced Mortgage Loan or an Excluded Loan) or Serviced Whole Loan. In addition, if an Operating Advisor Consultation Event has
occurred and is continuing, the Special Servicer shall also consult with the Operating Advisor in connection with any proposed Major Decision
(and any other actions which otherwise require consultation with the Operating Advisor after the occurrence and during the continuance
of an Operating Advisor Consultation Event hereunder) and consider alternative actions recommended by the Operating Advisor, in respect
thereof, provided that such consultation is on a non-binding basis. In the event that the Special Servicer receives no response
from the Operating Advisor within 10 Business Days following the later of (i) its written request for input (which request shall
include the related Major Decision Reporting Package) on any required consultation and (ii) delivery of all such additional information
reasonably requested by the Operating Advisor related to the subject matter of such consultation, the Special Servicer shall not be obligated
to consult with the Operating Advisor on the specific matter; provided, however, that the failure of the Operating Advisor
to respond on any specific matters shall not relieve the Special Servicer from its obligation to consult with the Operating Advisor on
any future matter with respect to the applicable Mortgage Loan or any other Mortgage Loan. Notwithstanding anything herein to the




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contrary, with respect to any Excluded Loan
(regardless of whether a Control Termination Event, a Consultation Termination Event or an Operating Advisor Consultation Event has occurred
and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the
related transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect
thereof, in accordance with the procedures set forth in this Section 6.08(a) for consulting with the Operating Advisor.


Except as otherwise described
in this Agreement, prior to the occurrence and continuance of a Control Termination Event, the Special Servicer will only be permitted
to take any of the Special Servicer Decisions in clauses (iv), (v), (vi) and (vii) of the definition of “Special
Servicer Decision” as to which the Directing Certificateholder has consented in writing within ten (10) business days (or, with
respect to clause (vii) of the definition of “Special Servicer Decision”, five (5) business days) after receipt of
the Special Servicer’s written recommendation and analysis and all information reasonably requested by the Directing Certificateholder,
and reasonably available to the Special Servicer in order to grant or withhold such consent (provided that if such written consent
has not been received by the Special Servicer within such 10 business day (or five (5) business day) period, the Directing Certificateholder
will be deemed to have approved such action).


Notwithstanding the foregoing,
subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification,
waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer, with respect to Non-Specially Serviced
Loans, without the consent of the Special Servicer or the Directing Certificateholder, may modify or amend the terms of any Non-Specially
Serviced Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or
supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that,
if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default
with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant modification”
of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


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 Mortgage
Loan or Serviced Whole Loan (in the aggregate with each other such Payment Accommodation with respect to such Mortgage Loan or Serviced
Whole Loan), in each case as a result of the COVID-19 Emergency, shall not exceed an amount equal to 0.30% of the Stated Principal
Balance of such Mortgage Loan or Serviced Whole Loan (excluding attorneys’ fees and third party expenses) and shall only be borne
by the borrower, not the Trust, and no Special Servicing Fee, Workout Fee or Liquidation Fee shall be payable in connection with a Payment
Accommodation. To the extent that a Mortgagor with respect to any Mortgage Loan or Serviced Whole Loan defaults under a Payment Accommodation,
all caps and limitations on fees shall no longer be applicable and the Special Servicer shall be entitled to all other fees that would
otherwise be payable to the Special Servicer from the Trust or otherwise, including Special Servicing Fees, Workout Fees, Liquidation
Fees, default interest and all other Mortgagor-paid fees.




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Subject to Section 6.08,
applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special Servicer
shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any
time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or
related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer
or the Special Servicer, as the case may be, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency
Confirmation to the Directing Certificateholder, if permitted by the applicable Rating Agency) and a confirmation of any applicable rating
agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced
Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25) and (ii) such
substitution would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within
the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or the
Special Servicer, as the case may be, may obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited
by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense of the Trust) with respect thereto).


Upon receiving a request
for any matter described in this Section 3.18(a) that constitutes a Major Decision, Special Servicer Decision or Payment Accommodation
with respect to a Mortgage Loan that is a Non-Specially Serviced Loan, the Master Servicer shall promptly forward such request to
the Special Servicer and the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor)
(unless the Master Servicer and Special Servicer mutually agree with respect to a Mortgage Loan or Serviced Whole Loan that is not a Specially
Serviced Loan that the Master Servicer shall process such request with respect to a Major Decision or a Special Servicer Decision) and
except as provided in the next sentence, the Master Servicer shall have no further obligation with respect to such request or the Major
Decision, Special Servicer Decision or Payment Accommodation. The Master Servicer shall deliver to the Special Servicer any additional
information in the Master Servicer’s possession requested by the Special Servicer relating to such Major Decision, Special Servicer
Decision or Payment Accommodation. Unless the Master Servicer and Special Servicer mutually agree that the Master Servicer shall process
a Major Decision or a Special Servicer Decision with respect to a Mortgage Loan or Serviced Whole Loan that is not a Specially Serviced
Loan, the Master Servicer shall not be permitted to process any Major Decision, Special Servicer Decision or Payment Accommodation and
shall not be required to interface with the Mortgagor or provide a written recommendation and/or analysis with respect to any Major Decision,
Special Servicer Decision or Payment Accommodation. If the Master Servicer and Special Servicer mutually agree that the Master Servicer
shall process a Major Decision or Special Servicer Decision with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan)
or Serviced Whole Loan that is a Non-Specially Serviced Loan, the Master Servicer shall obtain the Special Servicer’s prior consent
(or deemed consent) to the Major Decision or Special Servicer Decision, as applicable.


(b)                                  If
the Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness or deferral
of interest or principal or the substitution




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of collateral pursuant to the terms of the
Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral
or the pledge of additional collateral) of the terms of a Specially Serviced Loan with respect to which a payment default or other material
default has occurred or a payment default or other material default is, in the Special Servicer’s judgment, reasonably foreseeable
(as evidenced by an Officer’s Certificate of the Special Servicer), is reasonably likely to produce a greater (or equivalent) recovery
on a net present value basis (the relevant discounting to be performed at the related Mortgage Rate) to the Trust and, if applicable,
the Companion Holders, as the holders of the related Serviced Companion Loan, than liquidation of such Specially Serviced Loan, then the
Special Servicer may, but is not required to, agree to a modification, waiver or amendment of such Specially Serviced Loan, subject to
(v) the provisions of this Section 3.18(b) and Section 3.18(c), (w) with respect to any such Specially Serviced
Loan other than an Excluded Loan, prior to the occurrence and continuance of a Control Termination Event, the approval of the Directing
Certificateholder (or after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and
continuance of a Consultation Termination Event, upon consultation with the Directing Certificateholder) as provided in Section 6.08,
(x) after the occurrence and during the continuance of an Operating Advisor Consultation Event, consultation with the Operating Advisor
if and to the extent required pursuant to Section 6.08(a), (y) with respect to any Serviced AB Whole Loan, any rights of the related
Serviced AB Whole Loan Controlling Holder to consent to such modification, waiver or amendment and (z) additionally, with respect
to a Serviced Whole Loan, the rights of the related Serviced Companion Noteholder or with respect to a Mortgage Loan (other than any Non-Serviced
Mortgage Loan) with mezzanine debt, the rights of the related mezzanine lender, to advise or consult with the Special Servicer with respect
to, or consent to, such modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement
or mezzanine intercreditor agreement, as applicable; provided that with respect to any Serviced AB Whole Loan, prior to the occurrence
and continuance of a related AB Control Appraisal Period, the related Serviced AB Whole Loan Controlling Holder will be required to the
extent set forth in the related Intercreditor Agreement and the Directing Certificateholder shall have no consent or consultation rights
regarding the matter; provided, further, that in the case of any release or substitution of collateral (other than a defeasance),
the Special Servicer shall have obtained an Opinion of Counsel that such release or substitution would not be a “significant modification”
of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event.
Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination Event
has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection
with the related transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor,
in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


In connection with (i) the
release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property from the
lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or
any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Mortgage Loan documents
require the Master Servicer or the Special Servicer, as the case may be, to calculate (or to approve the calculation of the related Mortgagor
of) the LTV Ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting
the remaining Mortgaged




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Property or Mortgaged Properties, for purposes
of REMIC qualification of the related Mortgage Loan, then such calculation shall, unless then permitted by the REMIC Provisions, exclude
the value of personal property and going concern value, if any, as determined by an appropriate third party.


If, following any such release
or taking, the LTV Ratio as calculated is greater than 125%, the Master Servicer or the Special Servicer, as the case may be, shall require
payment of principal by a “qualified amount” as determined under Revenue Procedure 2010-30 or successor provisions, unless
the related Mortgagor provides an Opinion of Counsel that if such amount is not paid, the related Mortgage Loan will not fail to be a
“qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but without regard to the rule of Treasury
Regulations Section 1.860G-2(f)(2) that causes a defective obligation to be treated as a qualified mortgage).


The Special Servicer shall
use its reasonable efforts to the extent possible to cause each Specially Serviced Loan to fully amortize prior to the Rated Final Distribution
Date and shall not agree to a modification, waiver or amendment of any term of any Specially Serviced Loan if such modification, waiver
or amendment would (1) extend the Maturity Date of any such Specially Serviced Loan to a date occurring later than the earlier of
(a) five (5) years prior to the Rated Final Distribution Date and (b) if such Specially Serviced Loan is secured solely
or primarily by a leasehold estate and not also the related fee interest, the date occurring twenty (20) years or, to the extent
consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease and, (A) prior to the occurrence
and continuance of a Control Termination Event, with the consent of the Directing Certificateholder pursuant to Section 6.08 and
(B) after the occurrence and during the continuance of an Operating Advisor Consultation Event, after consulting with the Operating
Advisor if and to the extent required pursuant to Section 6.08(a), (other than with respect to a Mortgage Loan that is an Excluded
Loan as to such party) ten (10) years prior to the expiration of such leasehold estate (including any options to extend such leasehold
estate exercisable unilaterally by the related Mortgagor), or (2) provide for the deferral of interest unless interest accrues on
the related Mortgage Loan, or Serviced Whole Loan generally at the related Mortgage Rate.


(c)                                   Any
provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion Loan is in default
or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall be collected by the Master
Servicer or the Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent or any modification,
waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount thereof is specified in the related Mortgage
Note) if the collection of such fee would cause such consent, modification, waiver or amendment to be a “significant modification”
of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


(d)                                  To
the extent consistent with this Agreement (including, without limitation, the first sentence of Section 3.18(a), and Section
6.08), the Master Servicer (as provided in Section 3.08(a), Section 3.08(b) and this Section 3.18 if such matter
constitutes a Master Servicer Decision) or the Special Servicer (as provided in Section 3.08(a), Section 3.08(b) and Section
3.18(a) if any such waiver, modification or amendment constitutes a Major Decision, Special Servicer Decision or Payment Accommodation
or relates to a Specially Serviced Loan) may,




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consistent with the Servicing Standard, agree
to any waiver, modification or amendment of a Mortgage Loan and/or Serviced Companion Loan that is not in default or as to which default
is not reasonably foreseeable only if the contemplated waiver, modification or amendment (i) will not be a “significant modification”
of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (ii) will not cause (x) either
Trust REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either Trust REMIC to be subject to any tax under the REMIC
Provisions. In making this determination, the Master Servicer or the Special Servicer may obtain and rely upon (and shall provide to the
Trustee and the Certificate Administrator if obtained) an Opinion of Counsel (at the expense of the related Mortgagor or such other Person
requesting such modification or, if such expense cannot be collected from the related Mortgagor or such other Person, to be paid out of
the Collection Account pursuant to Section 3.05(a); provided that the Master Servicer or the Special Servicer, as the case
may be, shall use its reasonable efforts to collect such fee from the Mortgagor or such other Person to the extent permitted under the
related Mortgage Loan documents). Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer may waive the payment
of any Prepayment Premium or Yield Maintenance Charge or the requirement that any prepayment of a Mortgage Loan be made on a Due Date,
or if not made on a Due Date, be accompanied by all interest that would be due on the next Due Date with respect to any Mortgage Loan
or Serviced Companion Loan that is not a Specially Serviced Loan.


(e)                                   Subject
to Section 3.18(c), the Master Servicer and the Special Servicer each may, as a condition to its granting any request by a Mortgagor
for consent, modification (including extensions), waiver or indulgence or any other matter or thing, the granting of which is within
the Master Servicer’s or the Special Servicer’s, as the case may be, discretion pursuant to the terms of the instruments
evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by the terms of this Agreement, require that such
Mortgagor pay to the Master Servicer or the Special Servicer, as the case may be, as additional servicing compensation, a reasonable
or customary fee, for the additional services performed in connection with such request; provided that the charging of such fee
is not a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


(f)                                     All
modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into pursuant to this
Section 3.18 shall be in writing, signed by the Master Servicer or the Special Servicer, as the case may be, and the related Mortgagor
(and by any guarantor of the related Mortgage Loan, if such guarantor’s signature is required by the Special Servicer in accordance
with the Servicing Standard).


(g)                                  With
respect to any modification, waiver, amendment or consent for which it is responsible for processing pursuant to Section 3.18,
the Special Servicer shall notify the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Directing
Certificateholder (in the case of the Directing Certificateholder, other than following the occurrence and continuance of a Consultation
Termination Event, and in the case of the Directing Certificateholder, other than with respect to any Excluded Loan), the applicable
Companion Holder (unless, with respect to a Serviced AB Whole Loan Controlling Holder, an AB Control Appraisal Period has occurred, if
applicable), the related Mortgage Loan Seller (if such Mortgage Loan Seller is not the Master Servicer or Sub-Servicer of such Mortgage
Loan or the Directing Certificateholder) and the 17g-5 Information Provider (which shall promptly post such notice on




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the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)) in writing of any modification, waiver, amendment or consent (in each case, after it
is finalized and executed) of any term of any Mortgage Loan or Companion Loan that is modified, waived or amended and the date thereof.
With respect to any modification, waiver, amendment or consent (in each case, after it is finalized and executed) for which it is responsible
for processing pursuant to this Section 3.18, the Master Servicer shall provide written notice of any such modification, waiver,
amendment or consent to the Trustee, the Certificate Administrator, the Special Servicer (and, unless a Consultation Termination Event
has occurred and is continuing, the Special Servicer shall forward any such notice to the Directing Certificateholder (other than with
respect to an Excluded Loan)), the applicable Companion Holder (unless, with respect to a Serviced AB Whole Loan Controlling Holder, an
AB Control Appraisal Period has occurred, if applicable) and the related Mortgage Loan Seller (so long as such Mortgage Loan Seller is
not the Master Servicer or Sub-Servicer of such Mortgage Loan or the Directing Certificateholder) and the 17g-5 Information Provider
(which shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)).
The party responsible for delivering notice shall deliver to the Custodian with a copy to the Master Servicer (if such notice is being
delivered by the Special Servicer) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such
modification, waiver, amendment or consent, promptly (and in any event within ten (10) Business Days) following the execution thereof,
with a copy to the applicable Companion Holder, if any. Following receipt of the Master Servicer’s or the Special Servicer’s,
as the case may be, delivery of the aforesaid modification, waiver, amendment or consent to the Certificate Administrator, the Certificate
Administrator shall forward a copy thereof to each Holder of a Certificate (other than the Class R Certificates). With respect to the
processing of any modification, waiver or consent related to any Mortgagor incurring Additional Secured Debt or mezzanine debt, the Special
Servicer (if the Special Servicer processes such modification, waiver or consent pursuant to Section 3.18(a)) or the Master Servicer
(if the Master Servicer processes such modification, waiver or consent pursuant to Section 3.18(m)) shall, on or before the later
of (i) 3:00 p.m. on the related P&I Advance Date and (ii) five (5) Business Days immediately following the Master Servicer
or the Special Servicer, as the case may be, obtaining actual knowledge of the incurrence of such Additional Secured Debt or mezzanine
debt, deliver notice of the Mortgagor’s incurrence of such debt, substantially in the form of Exhibit KK, to cts.sec.notifications@wellsfargo.com
and an Additional Disclosure Notification in the form attached hereto as Exhibit EE. The notice contemplated in the preceding sentence
shall set forth, to the extent the Special Servicer or the Master Servicer, as the case may be, has the requisite information or can reasonably
obtain such information, (1) the amount of Additional Secured Debt that was incurred in the related Collection Period, (2) the
total Debt Service Coverage Ratio calculated on the basis of such Mortgage Loan and Additional Secured Debt, and (3) the aggregate
LTV Ratio calculated on the basis of such Mortgage Loan and Additional Secured Debt. In the event that either (i) the CREFC®
Investor Reporting Package is amended to include such information set forth above, in a manner reasonably acceptable to the Master Servicer,
the Special Servicer and the Certificate Administrator, as applicable, and the Master Servicer confirms with the Certificate Administrator
that such amended CREFC® Investor Reporting Package enables the Certificate Administrator to include such information on
Form 10-D in a manner reasonably acceptable to the Certificate Administrator, or (ii) the Trust is no longer subject to
the Exchange Act, the additional report in the form of Exhibit KK shall no longer be required hereunder. From time to time, the
Master Servicer, the Special




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Servicer and the Certificate Administrator
may agree on a different delivery time and format for the information set forth in this paragraph.


(h)                                  Subject
to the consent rights and process set forth in Section 6.08 with respect to Major Decisions, the Master Servicer shall process
all defeasances of Mortgage Loans (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans in accordance with the
terms of the related Mortgage Loan documents, and shall be entitled to any defeasance fees paid relating thereto (provided that
for the avoidance of doubt, any such defeasance fee shall not include any Modification Fees or waiver fees in connection with a defeasance
that the Special Servicer is entitled to under this Agreement). Notwithstanding the foregoing, the Master Servicer shall not permit (or,
with regard to any Non-Serviced Mortgage Loan, take any act in furtherance of) the substitution of any Mortgaged Property pursuant
to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan unless such defeasance complies with Treasury Regulations
Section 1.860G-2(a)(8)(ii) and the Master Servicer has received (i) replacement collateral consisting of government
securities within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements of the
applicable Mortgage Loan documents, in an amount sufficient to make all scheduled payments under the related Mortgage Loan (or defeased
portion thereof) when due, (ii) a certificate of an Independent certified public accountant to the effect that such substituted
property will provide cash flows sufficient to meet all payments of interest and principal (including payments at maturity) on such Mortgage
Loan or Serviced Whole Loan in compliance with the requirements of the terms of the related Mortgage Loan documents and, if applicable,
Companion Loan documents, (iii) one or more Opinions of Counsel (at the expense of the related Mortgagor) to the effect that the
Trustee, on behalf of the Trust, will have a first priority perfected security interest in such substituted Mortgaged Property; provided,
however, that, to the extent consistent with the related Mortgage Loan documents and, if applicable, Companion Loan documents,
the related Mortgagor shall pay the cost of any such opinion as a condition to granting such defeasance, (iv) to the extent consistent
with the related Mortgage Loan documents and, if applicable, Companion Loan documents, the Mortgagor shall establish a single purpose
entity to act as a successor Mortgagor, if so required by the Rating Agencies, (v) to the extent permissible under the related
Mortgage Loan documents and, if applicable, Companion Loan documents, the Master Servicer shall use its reasonable efforts to require
the related Mortgagor to pay all costs of such defeasance, including but not limited to the cost of maintaining any successor Mortgagor,
and (vi) to the extent permissible under the Mortgage Loan documents and, if applicable, Companion Loan documents, the Master
Servicer shall obtain, at the expense of the related Mortgagor, Rating Agency Confirmation from each Rating Agency and a confirmation
of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25); provided, further, however, that no such confirmation from any Rating Agency shall be required
to the extent that the Master Servicer has delivered a defeasance certificate substantially in the form of Exhibit U hereto
for any Mortgage Loan that (together with any Mortgage Loans cross-collateralized with such Mortgage Loans) is: (i) a Mortgage
Loan with a Cut-off Date Balance less than $35,000,000, (ii) a Mortgage Loan that represents less than 5% of the aggregate
Cut-off Date Balance of all Mortgage Loans, and (iii) a Mortgage Loan that is not one of the ten largest Mortgage Loans by
Stated Principal Balance. Notwithstanding the foregoing, in the event that requiring the Mortgagor to pay for the




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items specified in clauses (ii),
(iv) and (v) in the preceding sentence would be inconsistent with the related Mortgage Loan documents, such reasonable
costs shall be paid by the related Mortgage Loan Seller as and to the extent set forth in the applicable Mortgage Loan Purchase Agreement.


(i)                                      Notwithstanding
anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the contrary, the Master Servicer
may permit the substitution of “government securities,” within the meaning of Section 2(a)(16) of the Investment Company
Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) for any Mortgaged Property pursuant to the defeasance
provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or any portion thereof), in lieu of the defeasance collateral
specified in the related Mortgage Loan documents or Serviced Whole Loan documents, as applicable; provided that such substitution
is consistent with the Servicing Standard and the Master Servicer reasonably determines that allowing their use would not cause a default
or event of default to become reasonably foreseeable and the Master Servicer receives an Opinion of Counsel (at the expense of the Mortgagor
to the extent permitted under the Mortgage Loan documents and, if applicable or Companion Loan documents or otherwise as a Trust Fund
expense) to the effect that such use would not be and would not constitute a “significant modification” of such Mortgage
Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise constitute an Adverse
REMIC Event with respect to either Trust REMIC; and provided, further, that the requirements set forth in Section 3.18(h)
(including receipt of any Rating Agency Confirmation) are satisfied; and provided, further, that such securities are
backed by the full faith and credit of the United States government, or the Master Servicer shall obtain Rating Agency Confirmation from
each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25).


Notwithstanding the foregoing,
with respect to the Mortgage Loans identified as Mortgage Loan numbers 1, 3, 7, 9, 10, 14, 17, 19, 21, 26, 27, 29, 30, 32 and 34 on the
Mortgage Loan Schedule for which KeyBank, AREF, SMC, LMF, UBS AG or BSPRT is the applicable Mortgage Loan Seller and that are subject
to defeasance, the related Mortgage Loan Seller has transferred to a third party or has retained on behalf of itself or an Affiliate the
right to establish or designate the successor borrower and/or to purchase or cause to be purchased the related defeasance collateral (any
such right or obligation, the “Retained Defeasance Rights and Obligations”). In the event the Master Servicer receives
notice of a defeasance request with respect to a Mortgage Loan for which KeyBank, AREF, SMC, LMF, UBS AG or BSPRT is the related Mortgage
Loan Seller, which such Mortgage Loan provides for Retained Defeasance Rights and Obligations in the related Mortgage Loan documents,
the Master Servicer shall provide, within five (5) Business Days of receipt of such notice, written notice of such defeasance request
to KeyBank, AREF, SMC, LMF, UBS AG or BSPRT, as applicable. Until such time as the related Mortgage Loan Seller provides the Master Servicer
with written notice to the contrary, the notice of a defeasance of a Mortgage Loan with Retained Defeasance Rights and Obligations as
to which KeyBank, AREF, SMC, LMF, UBS AG or BSPRT is the related Mortgage Loan Seller shall be delivered to the related Mortgage Loan
Seller at its respective notice address provided under Section 13.05. With respect to any such Mortgage Loan that is subject to
defeasance, if the




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successor borrower is not designated or formed
by the related Mortgage Loan Seller or any Affiliate or successor thereto, the successor borrower shall be reasonably acceptable to the
Master Servicer in accordance with the Servicing Standard.


(j)                                      If
required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard, the Master
Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which shall be Eligible Accounts,
into which all payments received by the Master Servicer from any defeasance collateral substituted for any Mortgaged Property shall be
deposited and retained, and shall administer such Defeasance Accounts in accordance with the Mortgage Loan or Companion Loan documents.
Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts to be maintained in the Defeasance Account for
a period in excess of ninety (90) days, unless such amounts are reinvested by the Master Servicer in “government securities,”
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii).
To the extent not required or permitted to be placed in a separate account, the Master Servicer shall deposit all payments received by
it from defeasance collateral substituted for any Mortgaged Property into the Collection Account and treat any such payments as payments
made on the Mortgage Loan or Companion Loan in advance of its Due Date in accordance with clause (a)(i) of the definition
of “Available Funds” and not as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding anything herein
to the contrary, in no event shall the Master Servicer permit such amounts to be maintained in the Collection Account for a period in
excess of 365 days (or 366 days in the case of a leap year).


(k)                                   Notwithstanding
anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as the case may be, shall, unless it
has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan
Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25) (the cost of which
shall be paid by the related Mortgagor, if so allowed by the terms of the related loan documents and otherwise paid out of general collections)
grant or accept any consent, approval or direction regarding the termination of the related property manager or the designation of any
replacement property manager, with respect to any Mortgaged Property that secures a Mortgage Loan that (i) is one of the ten largest
Mortgage Loans a by Stated Principal Balance or (ii) has an unpaid principal balance that is at least equal to five percent (5%)
of the then-aggregate principal balance of all Mortgage Loans or $35,000,000.


(l)                                      Notwithstanding
anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment in connection with any
release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral, the Special Servicer shall not approve
any such modification, waiver or amendment or consent thereto without first having received a copy of an Opinion of Counsel addressed
to the Special Servicer and the Master Servicer that such modification, waiver, consent or amendment will not cause an Adverse REMIC
Event.




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(m)                                Notwithstanding any other provisions of this Section 3.18 or Section 3.08, but subject to any related Intercreditor
Agreement, the Master Servicer may, without any Directing Certificateholder approval or consent (except as otherwise provided below in
the definition of Master Servicer Decision) or the Special Servicer’s approval or consent or consultation take any of the following
actions with respect to Mortgage Loans that are not Specially Serviced Loans and any related Serviced Companion Loan (each such action,
a “Master Servicer Decision”): (i) grant waivers of non-material covenant defaults (other than financial covenants
and receipt of financial statements, but including immaterial timing waivers such as with respect to late financial statements); (ii) consents
to releases of non-material, non-income producing parcels of a Mortgaged Property that do not materially affect the use or value
of the related Mortgaged Property or the ability of the related Mortgagor to pay amounts due in respect of the Mortgage Loan as and when
due, provided such releases are required by the related Mortgage Loan documents and there is no lender discretion permitted under the
Mortgage Loan documents; (iii) approve or consent to grants of easements or rights of way (including, without limitation for utilities,
access, parking, public improvements or another purpose) or subordination of the lien of the Mortgage Loan to easements if such easements
or rights of way do not materially affect the use or value of a Mortgaged Property or a Mortgagor’s ability to make payments with
respect to the related Mortgage Loan or any related Companion Loan, and the Special Servicer and the Master Servicer have agreed that
the Master Servicer will process this clause (iii); (iv) grant subordination, non-disturbance and attornment agreements
and consents involving leasing activities that do not involve a ground lease and affect an area less than or equal to the lesser of (a) 30%
of the net rentable area of the improvements at the Mortgaged Property and (b) 30,000 square feet of the improvements at the Mortgaged
Property, including approval of new leases and amendments to current leases; (v) consent to actions and releases related to condemnation
of parcels of a Mortgaged Property if such condemnation is not with respect to a material parcel or a material income producing parcel
and such condemnation does not materially affect the use or value of the related Mortgaged Property or the ability of the related Mortgagor
to pay amounts due in respect of the related Mortgage Loan or Companion Loan when due, and the Special Servicer and the Master Servicer
have agreed that the Master Servicer will process this clause (v); (vi) consent to a change in property management relating
to any Mortgage Loan if the replacement property manager is not a Borrower Party and the Mortgage Loan has an outstanding principal balance
less than $10,000,000; (vii) approve annual operating budgets for Mortgage Loans; (viii) grant any extension or enter into any
forbearance with respect to the anticipated refinancing of a Mortgage Loan or sale of a Mortgaged Property after the related Maturity
Date of such Mortgage Loan so long as (A) such extension or forbearance does not extend beyond 120 days after the related
Maturity Date and (B) the related Mortgagor has delivered documentation reasonably satisfactory in form and substance to the Master
Servicer or the Special Servicer which provides that a refinancing of such Mortgage Loan or sale of the related Mortgaged Property will
occur within 120 days after the date on which such Balloon Payment will become due; (ix) (A) other than any note splitting
amendment and note re-sizing amendments in accordance with the terms of the subject Intercreditor Agreement, any non-material or
administrative modification, amendment, consent to a non-material modification or waiver of any term of any Intercreditor Agreement for
which the Special Servicer and the Master Servicer have agreed that the Master Servicer shall process this clause (ix)(A), and
(B) any note splitting amendments and note re-sizing amendments in accordance with the terms of the subject Intercreditor Agreement,
provided that if any such modification or amendment would adversely impact the Special Servicer, such modification or




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amendment will additionally require the consent
of the Special Servicer as a condition to its effectiveness; (x) any determination of Acceptable Insurance Default, except that,
prior to the occurrence and continuance of any Control Termination Event and other than in the case of any Excluded Loan, the Directing
Certificateholder’s consent (or deemed consent) shall be required for any such determination; (xi) approve or consent to any
defeasance of the related Mortgage Loan or Serviced Companion Loan other than agreeing to (A) a modification of the type of defeasance
collateral required under the Mortgage Loan or Serviced Whole Loan documents other than direct, non-callable obligations of the United
States would be permitted or (B) a modification that would permit a principal prepayment instead of defeasance if the Mortgage Loan
or Serviced Whole Loan documents do not otherwise permit such principal prepayment; (xii) any determination to bring a Mortgaged
Property into compliance with applicable environmental laws or to otherwise address hazardous material located at a Mortgaged Property
subject, prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan, to the
consent (or deemed consent) of the Directing Certificateholder; (xiii) any transfer of the Mortgaged Property that the loan documents
allow without the consent of the mortgagee but subject to satisfaction of conditions specified in the loan documents where no mortgagee
discretion is necessary in order to determine if such conditions are satisfied; (xiv) to the extent not a Major Decision or a Special
Servicer Decision pursuant to clause (x) of the definition of “Major Decision” or clause (iii) of the definition
of “Special Servicer Decision”, respectively, any requests for the funding or disbursement of amounts from any escrow accounts,
reserve funds or letters of credit held as Earnout or Performance Escrows or Reserves where such request is for funding or disbursement
of ordinary course impounds, repair and replacement reserves, lender approved budget and operating expenses, and tenant improvements pursuant
to an approved lease, routine funding of tax payments and insurance premiums when due and payable, each in accordance with the Mortgage
Loan documents (all such fundings and disbursements being collectively referred to as “Routine Disbursements”) or any
other funding or disbursement as mutually agreed upon by the Master Servicer and the Special Servicer; provided, however,
that in the case of any Mortgage Loan, the escrows, reserves, holdbacks and related letters of credit held as Earnout or Performance Escrows
or Reserves that exceed, in the aggregate, at the related origination date, 10% of the initial principal balance of such Mortgage Loan
and any related Serviced Companion Loan, if applicable (which Mortgage Loans are identified on Schedule 3 hereto), shall not
be deemed to constitute a Routine Disbursement, and shall instead constitute Special Servicer Decisions, except for the routine funding
of tax payments and insurance premiums when due and payable; and (xv) grant or agree to any other waiver, modification, amendment
and/or consent that does not constitute a Major Decision, a Special Servicer Decision or a Payment Accommodation; provided that
(w) any such action would not in any way affect a payment term of the Certificates, (x) any such action would not constitute
a “significant modification” of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b)
and would not otherwise cause either Trust REMIC to fail to qualify as a REMIC for federal income tax purposes (as evidenced by an Opinion
of Counsel (at the expense of the Trust to the extent not reimbursed or paid by the related Mortgagor), to the extent requesting such
opinion is consistent with the Servicing Standard), (y) agreeing to such action would be consistent with the Servicing Standard,
and (z) agreeing to such action would not violate the terms, provisions or limitations of this Agreement or any Intercreditor Agreement;
provided, further, that, in the case of any Master Servicer Decision that requires the consent of the Directing Certificateholder,
such consent shall be deemed given if a response to the request for consent is




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not provided within 10 Business Days after
receipt of the Master Servicer’s written recommendation and analysis and all information reasonably requested by the Directing Certificateholder,
and reasonably available to the Master Servicer in order to grant or withhold such consent; provided, further, that in the
case of any Master Servicer Decision that requires the consent of the Directing Certificateholder, after the occurrence and during the
continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, the Directing
Certificateholder shall be entitled to consult with the Master Servicer on a non-binding basis (provided that if the Directing
Certificateholder fails to respond to a request for consultation within 10 Business Days after receipt of such request for consultation
(together with all information reasonably requested by the Directing Certificateholder, and reasonably available to the Master Servicer,
in order to so consult) from the Master Servicer, the Master Servicer shall have no further obligation to consult with the Directing Certificateholder
with respect to such Master Servicer Decision, provided, however, that the failure of the Directing Certificateholder to respond will
not relieve the Master Servicer from its obligation to consult with the Directing Certificateholder on any future matters). The foregoing
is intended to be an itemization of actions the Master Servicer may take without having to obtain the approval of any other party and
is not intended to limit the responsibilities of the Master Servicer hereunder.


(n)                                  Neither
the Master Servicer nor the Special Servicer shall modify any Mortgage Loan into an AB Modified Loan unless the documents evidencing
such modification provide that all payments on the junior or “B” portion of such AB Modified Loan (including interest, principal
and other amounts) shall only be payable after the point in time at which all interest and principal on the senior or “A”
portion of such AB Modified Loan shall have been paid in full and such senior or “A” portion shall no longer be outstanding;
provided, however, that interest and other amounts in respect of such junior or “B” portion may accrue prior
to such point in time.


Section 3.19       
Transfer of Servicing Between the Master Servicer and the Special Servicer; Recordkeeping; Asset Status Report. (a) Upon
determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan)
or Serviced Companion Loan, the Master Servicer or the Special Servicer, as the case may be, shall promptly give notice to the Master
Servicer or the Special Servicer, as the case may be, the Operating Advisor and ((i) prior to the occurrence and continuance of a
Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder thereof, and
the Master Servicer shall deliver the related Mortgage File and Servicing File to the Special Servicer and concurrently provide a copy
of such Servicing File, exclusive of all Privileged Communications, to the Operating Advisor. The Master Servicer shall use its reasonable
efforts to provide the Special Servicer with all documents and records (including records stored electronically on computer tapes, magnetic
discs and the like) relating to such Mortgage Loan and, if applicable, the related Serviced Companion Loan, either in the Master Servicer’s
possession or otherwise available to the Master Servicer without undue burden or expense, and reasonably requested by the Special Servicer
to enable it to assume its functions hereunder with respect thereto. The Master Servicer shall use its reasonable efforts to comply with
the preceding sentence within five (5) Business Days of the occurrence of each related Servicing Transfer Event (or, in the case
of clauses (viii) or (ix) of the definition of “Servicing Transfer Event”, within five (5) Business
Days of receiving notice from the Special Servicer of such Servicing Transfer Event when the Special Servicer makes the determination)
and in any event




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shall continue to act as Master Servicer and
administrator of such Mortgage Loan and, if applicable, the related Serviced Companion Loan until the Special Servicer has commenced the
servicing of such Mortgage Loan and, if applicable, the related Serviced Companion Loan. The Master Servicer shall deliver to the Trustee,
the Certificate Administrator, the Operating Advisor, and ((i) prior to the occurrence and continuance of a Consultation Termination
Event or (ii) other than with respect to any Excluded Loan) the Directing Certificateholder, a copy of the notice of such Servicing
Transfer Event provided by the Master Servicer to the Special Servicer, or by the Special Servicer to the Master Servicer, pursuant to
this Section 3.19. Prior to the occurrence and continuance of a Consultation Termination Event, the Certificate Administrator shall
deliver to each Controlling Class Certificateholder a copy of the notice of such Servicing Transfer Event provided by the Master Servicer
pursuant to this Section 3.19.


Upon determining that a Specially
Serviced Loan (other than an REO Loan) has become current and has remained current for three consecutive Periodic Payments (provided
that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer, and (ii) for
such purposes taking into account any modification or amendment of such Mortgage Loan and, if applicable, the related Companion Loan),
and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer shall immediately give notice thereof
to the Master Servicer, the Operating Advisor, the related Serviced Companion Noteholder (unless with respect to an AB Subordinate Companion
Loan an AB Control Appraisal Period has occurred) and ((i) prior to the occurrence and continuance of a Consultation Termination
Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder and shall return the related Mortgage
File and Servicing File to the Master Servicer (or copies thereof if copies only were delivered to the Special Servicer) and upon giving
such notice, and returning such Mortgage File and Servicing File to the Master Servicer, the Special Servicer’s obligation to service
such Corrected Loan shall terminate and the obligations of the Master Servicer to service and administer such Mortgage Loan and, if applicable,
the related Companion Loan shall recommence.


(b)                                  In
servicing any Specially Serviced Loans and Serviced Companion Loans, the Special Servicer will provide to the Custodian originals of
documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File to the extent within
its possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer with copies of any additional
related Mortgage Loan or Serviced Companion Loan information including correspondence with the related Mortgagor.


(c)                                   Notwithstanding
the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records with respect to each of the Specially
Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced Mortgage Loan) and shall provide
the Special Servicer with any information in its possession with respect to such records to enable the Special Servicer to perform its
duties under this Agreement; provided that this statement shall not be construed to require the Master Servicer to produce any
additional reports.


(d)                                  No
later than sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and,
if applicable, the related Companion Loan (the “Initial Delivery Date”), the Special Servicer shall deliver in electronic
format a report (the




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“Asset Status Report”) with
respect to such Mortgage Loan and related Companion Loan, if applicable, and the related Mortgaged Property to the Master Servicer and
the Directing Certificateholder (but with respect to the Directing Certificateholder, only in respect of any Mortgage Loan other than
(A) any Excluded Loan or (B) any Serviced AB Whole Loan prior to the occurrence of an AB Control Appraisal Period, and in any
event prior to the occurrence and continuance of a Consultation Termination Event). Subsequent to the issuance of a Final Asset Status
Report to the extent that during the course of the resolution of such Specially Serviced Loan material changes in the strategy reflected
in the initial Final Asset Status Report (or subsequent Final Asset Status Reports) are necessary to reflect the then current circumstances
and recommendation as to how the Specially Serviced Loan might be returned to performing status or otherwise liquidated in accordance
with the Servicing Standard, the Special Servicer shall prepare one or more additional Asset Status Reports with respect to such Specially
Serviced Loan (each such report, once finalized and approved, a “Subsequent Asset Status Report”). The Special Servicer
shall deliver each Subsequent Asset Status Report and Final Asset Status Report in electronic form to the Master Servicer, the Directing
Certificateholder (but with respect to the Directing Certificateholder, only in respect of any Mortgage Loan other than (A) any Excluded
Loan as to such party or (B) any Serviced AB Whole Loan prior to the occurrence of an AB Control Appraisal Period, and in any event prior
to the occurrence and continuance of a Consultation Termination Event), any related Serviced AB Whole Loan Controlling Holder prior to
an AB Control Appraisal Period with respect to any Serviced AB Whole Loan, the Operating Advisor (but, other than with respect to an Excluded
Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, only after the occurrence
and during the continuance of an Operating Advisor Consultation Event and, with respect to any Serviced AB Whole Loan, only to the extent
that such Whole Loan is subject to an AB Control Appraisal Period) and the 17g-5 Information Provider (which shall promptly post such
report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) and, with respect to any related
Serviced Companion Loan, to the related Companion Holder or, to the extent the related Serviced Companion Loan has been included in an
Other Securitization, to the master servicer of such Other Securitization into which the related Serviced Companion Loan has been sold;
the Special Servicer shall also deliver a summary of each Final Asset Status Report to the Certificate Administrator and the Certificate
Administrator shall post the summary of the Final Asset Status Report to the Certificate Administrator’s Website. For the avoidance
of doubt, the Master Servicer shall not make any Asset Status Reports available to any Certificateholders on its website. None of the
parties to this Agreement shall provide any Asset Status Report or any Final Asset Status Report to the Certificate Administrator. Further,
the Certificate Administrator shall not request any Asset Status Report or Final Asset Status Report from the Master Servicer. Such Asset
Status Report shall set forth the following information to the extent reasonably determinable based on the information that was delivered
to the Special Servicer in connection with the transfer of servicing pursuant to the Servicing Transfer Event:


(i)                                      a
summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


(ii)                                   a
discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing Standard,
that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or




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other collateral for the related Mortgage
Loan (and any related Serviced Companion Loan) and whether outside legal counsel has been retained;


(iii)                                the
most current rent roll, and income or operating statement available for the related Mortgaged Property;


(iv)                               (A)
the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including the
modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master Servicer for regular servicing
or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property), (B) a description of any such proposed
or taken actions, and (C) the alternative courses of action that were or are being considered by the Special Servicer in connection
with the proposed or taken actions;


(v)                                  the
status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed workouts
and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under the
related Mortgage Loan or Serviced Whole Loan;


(vi)                               a
description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights lease,
if applicable) or franchise agreement;


(vii)                            the
decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special Servicer’s
rationale for its proposed decision, including its rejection of the alternatives;


(viii)                         an
analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis than
not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and (y) the net
present value calculation and all related assumptions;


(ix)                                 the
Appraised Value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together with
a description of any adjustments to the valuation of such Mortgaged Property made by the Special Servicer together with an explanation
of those adjustments; and


(x)                                    such
other information as the Special Servicer deems relevant in light of the Servicing Standard.


If within ten (10) Business
Days of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset Status Report in writing or if
the Special Servicer makes a determination, in accordance with the Servicing Standard that the disapproval by the Directing Certificateholder
(communicated to the Special Servicer within ten (10) Business Days) is not in the best interest of all the Certificateholders and
the holder of any related Companion Loan, as a collective whole (taking into account the pari passu or subordinate nature of any
Companion Loan), the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided,
however, that the Special Servicer may not take any action




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that is contrary to applicable law, the Servicing
Standard or the terms of the applicable Mortgage Loan documents. If, with respect to any Mortgage Loan other than an Excluded Loan, prior
to the occurrence and continuance of any Control Termination Event, the Directing Certificateholder disapproves such Asset Status Report
within ten (10) Business Days of receipt and the Special Servicer has not made the affirmative determination described above, the
Special Servicer shall revise such Asset Status Report and deliver a new Asset Status Report as soon as practicable, but in no event later
than thirty (30) days after such disapproval, to the Master Servicer, the Directing Certificateholder (prior to the occurrence and
continuance of a Consultation Termination Event and, in the case of a Serviced AB Whole Loan, only prior to the occurrence and during
the continuance of a Consultation Termination Event and during an AB Control Appraisal Period with respect to the related AB Subordinate
Companion Loan), the Operating Advisor (but only after the occurrence and during the continuance of an Operating Advisor Consultation
Event) and the 17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information Provider’s Website
in accordance with Section 3.13(c)). With respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence and
continuance of any Control Termination Event, the Special Servicer shall revise such Asset Status Report as described above in this Section
3.19(d) until the Directing Certificateholder (or, with respect to a Serviced AB Whole Loan prior to the occurrence and continuance
of a AB Control Appraisal Period and to the extent required by the terms of the related Intercreditor Agreement, the holder of the related
AB Subordinate Companion Loan) shall fail to disapprove such revised Asset Status Report in writing within ten (10) Business Days
of receiving such revised Asset Status Report or until the Special Servicer makes a determination, in accordance with the Servicing Standard,
that the disapproval is not in the best interests of the Certificateholders and the holder of any related Companion Loan, as a collective
whole (taking into account the pari passu or subordinate nature of any Companion Loan); provided that, if the Directing
Certificateholder has not approved the Asset Status Report for a period of sixty (60) Business Days following the first submission
of an Asset Status Report, the Special Servicer may act upon the most recently submitted form of Asset Status Report if consistent with
the Servicing Standard; and provided, however, that such Asset Status Report does not, and is not intended to be, a substitute
for the approvals that are specifically required pursuant to Section 6.08. The procedures described in this paragraph are collectively
referred to herein as the “Directing Certificateholder Approval Process”. Prior to the occurrence of an Operating Advisor
Consultation Event, the Special Servicer shall deliver each Final Asset Status Report to the Operating Advisor following the conclusion
of the Directing Certificateholder Approval Process.


The Special Servicer may,
from time to time, modify any Asset Status Report it has previously delivered and implement such report; provided that such report
shall have been prepared, reviewed and not rejected pursuant to the terms of this Section 3.19(d). Notwithstanding anything herein
to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination Event has occurred and is continuing),
the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with an Asset Status Report for an
Excluded Loan which includes a Major Decision and consider alternative actions recommended by the Operating Advisor, in respect thereof,
in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


No direction or disapproval
of the Directing Certificateholder hereunder or under a related Intercreditor Agreement or failure of the Directing Certificateholder
to consent to or approve (including any deemed consents or approvals) any request of the Special Servicer, shall




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(a) require or cause the Special Servicer
to violate the terms of a Specially Serviced Loan, applicable law or any provision of this Agreement, including the Special Servicer’s
obligation to act in accordance with the Servicing Standard and to maintain the REMIC status of each Trust REMIC, or (b) result in
the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions, or (c) expose
the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Mortgage Loan Sellers, the Trust, the Trustee, the
Certificate Administrator or their respective officers, directors, members, employees or agents to any claim, suit or liability or (d) materially
expand the scope of the Special Servicer’s, the Trustee’s or the Master Servicer’s responsibilities under this Agreement.


If an Operating Advisor Consultation
Event has occurred and is continuing (or, with respect to a Serviced AB Whole Loan, if both an Operating Advisor Consultation Event has
occurred and is continuing and an AB Control Appraisal Period is in effect), the Special Servicer shall promptly deliver each Asset Status
Report prepared in connection with a Specially Serviced Loan to the Operating Advisor (and if no Consultation Termination Event has occurred
and is continuing and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder). Prior to the occurrence
and continuance of an Operating Advisor Consultation Event, the Operating Advisor’s review of a Final Asset Status Report shall
only provide background information to support the Operating Advisor’s duties concerning the Special Servicer’s compliance
with the Servicing Standard, and the Operating Advisor shall not provide comments to the Special Servicer in respect of such Final Asset
Status Report. After the occurrence and during the continuance of an Operating Advisor Consultation Event, the Operating Advisor shall
provide comments to the Special Servicer in respect of the Asset Status Report, if any, within ten (10) Business Days following the
later of (i) receipt of such Asset Status Report or (ii) receipt of such additional information reasonably requested by the
Operating Advisor related thereto, and propose possible alternative courses of action to the extent it determines such alternatives to
be in the best interest of the Certificateholders (including any Certificateholders that are holders of the Control Eligible Certificates),
as a collective whole. The Special Servicer shall consider such alternative courses of action and any other feedback provided by the Operating
Advisor (and if no Consultation Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan,
the Directing Certificateholder) in connection with the Special Servicer’s preparation of any Asset Status Report. The Special Servicer
may revise the Asset Status Report as it deems necessary to take into account any input and/or comments from the Operating Advisor on
a non-binding basis (and if no Consultation Termination Event has occurred and is continuing and such Specially Serviced Loan is not an
Excluded Loan, the Directing Certificateholder), to the extent the Special Servicer determines that the Operating Advisor’s and/or
Directing Certificateholder’s input and/or recommendations are consistent with the Servicing Standard and in the best interest of
the Certificateholders as a collective whole (or, with respect to a Serviced Whole Loan, the best interest of the Certificateholders and
the holders of the related Companion Loan, as a collective whole (taking into account the pari passu or subordinate nature of such Companion
Loan)).


Upon determining whether
or not to revise any Asset Status Report to take into account any input and/or comments from the Operating Advisor or the Directing Certificateholder,
the Special Servicer shall revise the Asset Status Report, if applicable (but is under no obligation to follow any particular recommendation
of the Operating Advisor or the Directing Certificateholder), and deliver to the Operating Advisor and the Directing Certificateholder
the




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revised Asset Status Report (until a Final
Asset Status Report is issued) or provide notice that the Special Servicer has decided not to revise such Asset Status Report, as applicable.
The procedures described in this and the immediately preceding paragraph are collectively referred to as the “ASR Consultation
Process”.


After the occurrence and
during the continuance of a Control Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder
shall have no right to consent to any Asset Status Report under this Section 3.19. After the occurrence and during the continuance
of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder
(except with respect to any Excluded Loan or a Serviced AB Whole Loan (prior to the occurrence and continuance of an AB Control Appraisal
Period)) and, if an Operating Advisor Consultation Event has occurred and is continuing, the Operating Advisor shall consult with the
Special Servicer and propose alternative courses of action and provide other feedback in respect of any Asset Status Report. After the
occurrence and continuance of a Consultation Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder
(other than in its capacity as a Certificateholder) shall have no right to receive any Asset Status Report or otherwise consult with the
Special Servicer with respect to Asset Status Reports and the Special Servicer shall only be obligated to consult with the Operating Advisor
with respect to any Asset Status Report as described above. The Special Servicer may choose to revise the Asset Status Report as it deems
reasonably necessary in accordance with the Servicing Standard to take into account any input and/or recommendations of the Operating
Advisor or the Directing Certificateholder during the applicable periods described above, but is under no obligation to follow any particular
recommendation of the Operating Advisor or the Directing Certificateholder.


Notwithstanding the foregoing,
prior to the occurrence and continuance of an AB Control Appraisal Period with respect to an AB Subordinate Companion Loan, the Special
Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, upon it becoming a Specially Serviced Loan pursuant to this
Agreement and the related Intercreditor Agreement, but the Directing Certificateholder will have no approval rights over any such Asset
Status Report, and the consent or approval rights with respect to such Asset Status Report shall be as set forth in the related Intercreditor
Agreement.


(e)                                   (i) Upon
receiving notice of the occurrence of the events described in clause (iv) or (ix) of the definition of Servicing
Transfer Event (without regard to the 60-day or 30-day period, respectively, set forth therein), the Master Servicer shall with
reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the Special Servicer with all information
relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by the Special Servicer to enable it to negotiate with
the related Mortgagor. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business
Days of the occurrence of each such event.


(ii)                                   After
the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence of an event described
in clause (iv) or (ix) of the definition of Servicing Transfer Event (without regard to the 60-day or 30-day
period, respectively, set forth therein), the Master Servicer shall deliver notice thereof to




    		-261-	 



    


    

the Operating Advisor at the same time
such notice is provided to the Special Servicer pursuant to clause (i) above.


(f)                                     Prior
to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following the establishment
of a Final Asset Status Report with respect to any Specially Serviced Loan (other than any Excluded Loan), the Special Servicer shall
deliver in electronic format to the Directing Certificateholder a draft notice that will include a draft summary of the Final Asset Status
Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged Information) (and shall deliver
each Asset Status Report with respect to a Serviced AB Mortgage Loan prior to the occurrence and continuance of an AB Control Appraisal
Period (to the extent approved by the related Serviced AB Whole Loan Controlling Holder), to the Directing Certificateholder). With respect
to any Mortgage Loan other than an Excluded Loan, if, prior to the occurrence and continuance of a Control Termination Event, within
five (5) Business Days of receipt of such draft summary, the Directing Certificateholder approves of, or does not disapprove of
such draft summary, then the Special Servicer shall deliver in electronic format such notice and summary of the Final Asset Status Report
to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b). If
the Directing Certificateholder affirmatively disapproves of such summary in writing, then within two (2) Business Days of receipt
of such disapproval, the Special Servicer shall revise the summary and deliver such new summary to the Directing Certificateholder until
the Directing Certificateholder approves such draft summary; provided, however, that if the Directing Certificateholder
has not approved of the draft summary of the Final Asset Status Report within twenty (20) Business Days of receipt of the initial
draft summary of the Final Asset Status Report, then the most recent draft summary of the Final Asset Status Report delivered by the
Special Servicer prior to such 20th Business Day shall be deemed to be the final summary of the Final Asset Status Report; provided,
further, however, that if at any time the Special Servicer determines that any affirmative disapproval of such draft summary
by the Directing Certificateholder is not in the best interest of all the Certificateholders and the holder of any related Companion
Loan, as a collective whole (taking into account the pari passu or subordinate nature of any Companion Loan), pursuant to the
Servicing Standard, the Special Servicer shall deliver in electronic format such notice and summary of the Final Asset Status Report
to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b) notwithstanding
such disapproval. The Special Servicer shall promptly deliver (but in any event no later than two (2) Business Days following
its completion) a copy of each Final Asset Status Report to the Operating Advisor. The Special Servicer shall prepare a summary of any
Final Asset Status Report related to any Serviced AB Whole Loan which is not subject to an AB Control Appraisal Period, which Final Asset
Status Report has been approved or deemed approved by the holder of the Serviced AB Whole Loan Controlling Holder in accordance with
the related Intercreditor Agreement (to the extent such Intercreditor Agreement requires such approval or deemed approval), and deliver
in electronic format notice of such Final Asset Status Report and the summary of such Final Asset Status Report to the Certificate Administrator
for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b).


(g)                                  No
provision of this Section 3.19 shall require the Special Servicer to take or to refrain from taking any action because of any
proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.




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Section 3.20                 Sub-Servicing
Agreements. (a)  The Master Servicer and the Special Servicer
may enter into Sub-Servicing Agreements to provide for the performance by third parties of any or all of its respective
obligations hereunder; provided that the Sub-Servicing Agreement as amended or modified: (i) is consistent with
this Agreement in all material respects and requires the Sub-Servicer to comply with all of the applicable conditions of this
Agreement; (ii) provides that if the Master Servicer or the Special Servicer, as the case may be, shall for any reason no
longer act in such capacity hereunder (including, without limitation, by reason of a Servicer Termination Event), the Trustee or its
designee shall thereupon assume all of the rights and, except to the extent they arose prior to the date of assumption, obligations
of such party under such agreement, or, alternatively, may act in accordance with Section 7.02 under the circumstances
described therein (subject to Section 3.20(g)); (iii) provides that the Trustee (for the benefit of the
Certificateholders and the related Companion Holder (if applicable)) and the Trustee (as holder of the Lower-Tier Regular
Interests) shall be a third party beneficiary under such Sub-Servicing Agreement, but that (except to the extent the Trustee or
its designee assumes the obligations of such party thereunder as contemplated by the immediately preceding clause (ii))
none of the Trust, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Master
Servicer or Special Servicer, as applicable (other than the Master Servicer or Special Servicer that enters into such
Sub-Servicing Agreement), any successor master servicer or successor special servicer or any Certificateholder (or the related
Companion Holder, if applicable) shall have any duties under such Sub-Servicing Agreement or any liabilities arising therefrom;
(iv) permits any purchaser of a Mortgage Loan pursuant to this Agreement to terminate such Sub-Servicing Agreement with
respect to such purchased Mortgage Loan at its option and without penalty; provided, however, that the Initial
Sub-Servicing Agreements may only be terminated by the Trustee or its designees as contemplated by Section 3.20(g) and in
such additional manner and by such other Persons as is provided in such Sub-Servicing Agreement; (v) does not permit the
Sub-Servicer any direct rights of indemnification that may be satisfied out of assets of the Trust except through the Master
Servicer or the Special Servicer, as the case may be, if and only to the extent provided pursuant to Section 6.04;
(vi) does not permit the Sub-Servicer to modify any Mortgage Loan unless and to the extent the Master Servicer or the
Special Servicer, as the case may be, is permitted hereunder to modify such Mortgage Loan; (vii) does not permit the
Sub-Servicer to take any action constituting a Major Decision without the consent of the Master Servicer or the Special
Servicer, as applicable (which consent shall not be granted except in accordance with Section 6.08); (viii) with
respect to any Sub-Servicing Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing Function
Participant or an Additional Servicer, such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into,
is not a Prohibited Party; (ix) provides that the Sub-Servicer shall be in default under the related Sub-Servicing
Agreement and such Sub-Servicing Agreement shall be terminated (following the expiration of any applicable grace period) if the
Sub-Servicer fails (A) to deliver by the due date any Exchange Act reporting items required to be delivered to the Master
Servicer, the Certificate Administrator or the Depositor under Article XI or under the Sub-Servicing Agreement or
to the master servicer under any other pooling and servicing agreement that the Depositor is a party to, or (B) to perform in
any material respect any of its covenants or obligations contained in the Sub-Servicing Agreement regarding creating, obtaining
or delivering any Exchange Act reporting items required for any party to this Agreement to perform its obligations under Article XI
or under the Exchange Act reporting items required under any other pooling and servicing agreement that the Depositor is a party to;
and (x) provides that




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such Sub-Servicing Agreement shall be terminable
if at any time the related Sub-Servicer (other than a Sub-Servicer retained by the Special Servicer) is a Risk Retention Affiliate of
the Third Party Purchaser if such Sub-Servicer is a servicer as contemplated by Item 1108(a)(2). Any successor master servicer or successor
special servicer, as applicable, hereunder shall, upon becoming a successor master servicer or successor special servicer, as applicable,
be assigned and may assume any Sub-Servicing Agreements from the predecessor Master Servicer or Special Servicer, as the case may
be (subject to Section 3.20(g)). In addition, each Sub-Servicing Agreement entered into by the Master Servicer may but need
not provide that the obligations of the Sub-Servicer thereunder may terminate with respect to any Mortgage Loan serviced thereunder
at the time such Mortgage Loan becomes a Specially Serviced Loan; provided, however, that the Sub-Servicing Agreement
may provide (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not so provide) that the
Sub-Servicer will continue to make all Advances and calculations and prepare all reports required under the Sub-Servicing Agreement
with respect to Specially Serviced Loans and continue to collect its Primary Servicing Fees as if no Servicing Transfer Event had occurred
and with respect to REO Properties (and the related REO Loans) as if no REO Acquisition had occurred and to render such incidental services
with respect to such Specially Serviced Loans and REO Properties as are specifically provided for in such Sub-Servicing Agreement. The
Master Servicer or Special Servicer, as the case may be, shall deliver to the Trustee copies of all Sub-Servicing Agreements, and any
amendments thereto and modifications thereof, entered into by it, in each case promptly upon its execution and delivery of such documents.
References in this Agreement to actions taken or to be taken by the Master Servicer include actions taken or to be taken by a Sub-Servicer
on behalf of the Master Servicer; and, in connection therewith, all amounts advanced by any Sub-Servicer (if the Sub-Servicing Agreement
provides for Advances by the Sub-Servicer, although it need not so provide) to satisfy the obligations of the Master Servicer hereunder
to make Advances shall be deemed to have been advanced by the Master Servicer out of its own funds and, accordingly, in such event, such
Advances shall be recoverable by such Sub-Servicer in the same manner and out of the same funds as if such Sub-Servicer were the Master
Servicer, and, for so long as they are outstanding, such Advances shall accrue interest in accordance with Section 3.03(d), such
interest to be allocable between the Master Servicer and such Sub-Servicer as may be provided (if at all) pursuant to the terms of the
Sub-Servicing Agreement. For purposes of this Agreement, the Master Servicer shall be deemed to have received any payment when a Sub-Servicer
retained by it receives such payment. The Master Servicer or the Special Servicer, as the case may be, shall notify the Master Servicer
or the Special Servicer, as the case may be, the Trustee and the Depositor (and the Special Servicer shall notify the Operating Advisor)
in writing promptly of the appointment by it of any Sub-Servicer, except that the Master Servicer need not provide such notice as to the
Initial Sub-Servicing Agreements.


(b)                                  Each
Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service
are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability of the related Mortgage
Loans or the compliance with its obligations under the Sub-Servicing Agreement and the Master Servicer’s obligations under
this Agreement.


(c)                                   As
part of its servicing activities hereunder, the Master Servicer and the Special Servicer for the benefit of the Trustee, the Certificateholders,
shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the performance and enforce the obligations




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of each of its Sub-Servicers under the related
Sub-Servicing Agreement, except that the Master Servicer shall be required only to use reasonable efforts to cause any Initial Sub-Servicer
engaged by the Master Servicer to comply with the requirements of Article XI. Such enforcement, including, without limitation,
the legal prosecution of claims, termination of Sub-Servicing Agreements in accordance with their respective terms and the pursuit of
other appropriate remedies, shall be in such form and carried out to such an extent and at such time as is in accordance with the Servicing
Standard. The Master Servicer or Special Servicer, as applicable, shall, subject to the terms of the related Sub-Servicing Agreement,
have the right to remove a Sub-Servicer retained by it at any time it considers removal to be in the best interests of the Certificateholders.


(d)                                  In
the event the Trustee or its designee becomes a successor master servicer and assumes the rights and obligations of the Master Servicer
under any Sub-Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all documents and records
relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then being serviced thereunder
and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable efforts to effect the orderly
and efficient transfer of the Sub-Servicing Agreement to the assuming party.


(e)                                   Notwithstanding
the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided in Article XI
with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the Master Servicer and the Special
Servicer shall remain obligated and responsible to the Trustee, the Master Servicer (with respect to the Special Servicer), the Special
Servicer (with respect to the Master Servicer), holders of the Companion Loans serviced hereunder, the Certificateholders for the performance
of each parties’ respective obligations and duties under this Agreement in accordance with the provisions hereof to the same extent
and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans for which it is responsible,
and the Master Servicer shall pay the fees of any Sub-Servicer engaged by such party thereunder as and when due from its own funds.
In no event shall the Trust bear any termination fee required to be paid to any Sub-Servicer as a result of such Sub-Servicer’s
termination under any Sub-Servicing Agreement.


(f)                                     The
Trustee, upon the request of the Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate to enable
such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


(g)                                  Each
Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes a successor master servicer, the
Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or without cause and
without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee and any successor master
servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s rights and obligations
under the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s servicing rights under
this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance with its provisions;
(ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations of the
Master Servicer) shall be deemed to automatically assume and agree to the then-current Initial Sub-Servicing Agreement without




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further action upon becoming the successor
master servicer and (iii) this Agreement may not be modified in any manner which would increase the obligations or limit the rights
of the Initial Sub-Servicer hereunder and/or under the Initial Sub-Servicing Agreement, without the prior written consent of the
Initial Sub-Servicer (which consent shall not be unreasonably withheld).


(h)                                  With
respect to Mortgage Loans subject to a Sub-Servicing Agreement with the Master Servicer, the Special Servicer shall, upon request
(such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the related Sub-Servicer,
reasonably cooperate in delivering reports and information, including remittance information, and affording access to information to
the related Sub-Servicer that would be required to be delivered or afforded, as the case may be, to the Master Servicer pursuant
to the terms hereof.


(i)                                      Notwithstanding
any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement which provides for the
performance by third parties of any or all of its obligations herein, without, with respect to any Mortgage Loan other than an Excluded
Loan, prior to the occurrence and continuance of any Control Termination Event, the consent of the Directing Certificateholder, except
to the extent necessary for the Special Servicer to comply with applicable regulatory requirements.


(j)                                      None
of the Master Servicer or any Additional Servicer shall enter into a Sub-Servicing Agreement with a Sub-Servicer that is a Risk Retention
Affiliate of the Third Party Purchaser if such Sub-Servicer would be a servicer as contemplated by Item 1108(a)(2). Notwithstanding
the preceding sentence, the Master Servicer, absent actual knowledge to the contrary, may conclusively rely upon a representation of
any Sub-Servicer that such Sub-Servicer is not a Risk Retention Affiliate of the Third Party Purchaser. Notwithstanding the two preceding
sentences, or anything herein to the contrary, it is acknowledged that no Initial Sub-Servicer is a Risk Retention Affiliate of the Third
Party Purchaser as of the Closing Date. If at any time the Master Servicer obtains actual knowledge that a Sub-Servicer it has entered
into a Sub-Servicing Agreement with, is a servicer as contemplated by Item 1108(a)(2) and is a Risk Retention Affiliate of the
Third Party Purchaser, the Master Servicer shall terminate such Sub-Servicer in accordance with the related Sub-Servicing Agreement.


Section 3.21       
Interest Reserve Account.(a) On the P&I Advance Date occurring in each February and in any January that occurs in a
year that is not a leap year (in each case, unless the related Distribution Date is the final Distribution Date), the Certificate Administrator,
in respect of the Actual/360 Mortgage Loans, shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s
interest on the Stated Principal Balance of the Actual/360 Mortgage Loans as of the Due Date occurring in the month preceding the month
in which the P&I Advance Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I Advance is
made in respect thereof (all amounts so deposited in any consecutive February and January, “Withheld Amounts”).


(b)                                  On
each P&I Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution Date), the Certificate
Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding January (if
applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution Account.



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Section 3.22                 Directing
Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer. Within a reasonable time upon request
from the Directing Certificateholder or the Operating Advisor, as applicable, and no more often than on a monthly basis, each of the
Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer via telephone available to
verbally answer questions from (a) the Directing Certificateholder ((i) prior to the occurrence and continuance of a
Consultation Termination Event and (ii) other than with respect to any Excluded Loan) and (b) upon the occurrence and
during the continuance of any Operating Advisor Consultation Event, the Operating Advisor (with respect to the Special Servicer
only), regarding the performance and servicing of the Mortgage Loans and/or REO Properties for which the Master Servicer or the
Special Servicer, as the case may be, is responsible.


Section 3.23       
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder.
(a) Each Controlling Class Certificateholder is hereby deemed to have agreed
by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator and to notify the Master Servicer,
the Certificate Administrator, the Special Servicer and the Operating Advisor of the Transfer of any Certificate of a Controlling Class
by delivering a notice to each such Person substantially in the form of Exhibit NN attached hereto, the selection of a Directing
Certificateholder or the resignation or removal thereof. The Directing Certificateholder (other than the Loan-Specific Directing Certificateholder)
is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee and the Operating Advisor when such Certificateholder is appointed Directing Certificateholder and when it
is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall
be the Directing Certificateholder.


On the Closing Date, the
initial Directing Certificateholder (other than the Loan-Specific Directing Certificateholder) shall execute and deliver a certification
to all parties to this Agreement substantially in the form of Exhibit P-1G to this Agreement. Upon the resignation or removal of
the existing Directing Certificateholder (other than any Loan-Specific Directing Certificateholder), any successor directing certificateholder
shall also deliver a certification to all parties to this Agreement substantially in the form of Exhibit P-1G to this Agreement
prior to being recognized as the new Directing Certificateholder.


(b)                                  Once
a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely
on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder, by Certificate
Balance, or such Directing Certificateholder shall have notified the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing
Certificateholder or the selection of a new Directing Certificateholder. In the event that (i) the Master Servicer, the Certificate
Administrator, the Special Servicer, the Trustee or the Operating Advisor receives written notice from a majority of the Controlling
Class Certificateholders that a Directing Certificateholder is no longer designated and (ii) the Controlling Class Certificateholder
that owns the largest aggregate Certificate Balance




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of the Controlling Class (or a representative
thereof) becomes the Directing Certificateholder pursuant to the proviso of the definition of “Directing Certificateholder”,
then the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or its representative)
shall provide its name and address to the Certificate Administrator and notify the Master Servicer, the Certificate Administrator, the
Special Servicer, the Trustee and the Operating Advisor that it is the new Directing Certificateholder; provided that the Master
Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Operating Advisor shall be entitled to rely on the
written notification provided by the purported Controlling Class Certificateholder that owns the largest aggregate Certificate Balance
of the Controlling Class without independently verifying that such Controlling Class Certificateholder actually owns the largest aggregate
Certificate Balance of the Controlling Class. The foregoing provisions shall not be applicable to the Directing Certificateholder that
is a Loan-Specific Directing Certificateholder.


(c)                                   Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor
and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder
and the Directing Certificateholder.


(d)                                  In
the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable,
and the Master Servicer or the Special Servicer, as the case may be, has attempted to obtain such information from the Certificate Administrator
and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then until such time as the new
Directing Certificateholder is identified to the Master Servicer or the Special Servicer, as applicable, the Master Servicer or the Special
Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing
Certificateholder.


(e)                                   Upon
request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Operating Advisor, the Master
Servicer and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder, a list of
each Controlling Class Certificateholder as reflected in the Certificate Register, including names and addresses. In addition to the
foregoing, within five (5) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence
of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Operating Advisor, the Master
Servicer and the Special Servicer. Notwithstanding the foregoing, RREF IV-D AIV RR H, LLC shall be the initial Directing Certificateholder
(but not a Loan-Specific Directing Certificateholder) and shall remain so until a successor is appointed pursuant to the terms of this
Agreement or until a Consultation Termination Event occurs and is continuing.


Until it receives notice
to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee
shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.


(f)                                     If
the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator
shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Class.




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(g)                                  Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder
may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the
Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class or in its own interest; (iii) the
Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling
Class (or in the case of a Loan-Specific Directing Certificateholder has no liabilities or duties to the Controlling Class or the Holders
of any Class of Certificates); (iv) the Directing Certificateholder may take actions that favor interests of the Holders of one
or more Classes including the Controlling Class or itself over the interests of the Holders of one or more other Classes of Certificates;
and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder;
provided that a Loan-Specific Directing Certificateholder shall have no such liability) for having so acted as set forth in clauses (i)
through (iv) above, and no Certificateholder may take any action whatsoever against the Directing Certificateholder
or any director, officer, employee, agent or principal of the Directing Certificateholder for having so acted.


(h)                                  All
requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including
the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each Companion
Holder with respect to information relating to the related Serviced AB Mortgage Loan or a Serviced Whole Loan, as applicable; provided,
however, that nothing in this subsection (h) shall in any way eliminate the obligation to deliver any information
required to be delivered under the related Intercreditor Agreement.


(i)                                      Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and
the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information
of the Controlling Class Certificateholder, the Directing Certificateholder and any Serviced AB Whole Loan Controlling Holder.


(j)                                      With
respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan, the
related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.


(k)                                   The
Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business
Days of a request from the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee,
or any Certificateholder and provide such information to the requesting party.


(l)                                      At
any time that the Controlling Class Certificateholder is the holder of a majority of the Class H-RR Certificates and the Class H-RR Certificates
are the Controlling Class, it may waive its right (a) to appoint the Directing Certificateholder and (b) to exercise any of the Directing
Certificateholder’s rights under this Agreement by irrevocable written notice delivered to the Depositor, the Certificate Administrator
(which shall be via email to trustadministrationgroup@wellsfargo.com), the Master Servicer, the Special Servicer and the Operating Advisor.
Notwithstanding anything to the contrary contained herein, during such time




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as a Control Termination Event or Consultation
Termination Event is in existence solely as a result of the operation of clause (ii) of the definition of Control Termination Event
and clause (ii) of the definition of Consultation Termination Event, such Control Termination Event or Consultation Termination
Event shall be deemed to no longer be in existence and have not occurred with respect to any unaffiliated third party to whom the Controlling
Class Certificateholder that irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder has
sold or transferred all or a portion of its interest in the Class H-RR Certificates if such unaffiliated third party holds the majority
of the Controlling Class after giving effect to such transfer (the “Non-Waiving Successor”). Following any such
sale or transfer, the Non-Waiving Successor shall again have the rights of the Controlling Class Certificateholder as set forth herein
(including the rights to appoint a Directing Certificateholder or cause the exercise of the rights of the Directing Certificateholder)
without regard to any prior waiver by the predecessor Controlling Class Certificateholder. The Non-Waiving Successor shall also have the
right to irrevocably waive its right to appoint the Directing Certificateholder and to exercise any of the rights of the Controlling Class
Certificateholder. The Non-Waiving Successor shall also have the right to exercise any of the rights of the Controlling Class Certificateholder.
No Non-Waiving Successor described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced
Loan prior to the sale or transfer of the Class H-RR Certificates to the Non-Waiving Successor and had not also become a Corrected Loan
prior to such sale or transfer until such time as such Mortgage Loan becomes a Corrected Loan.


(m)                                Promptly
upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its statement
made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide
to the Master Servicer, the Special Servicer and the Operating Advisor notice of such event and the identity and contact information
of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The Certificate
Administrator shall notify the Operating Advisor, the Master Servicer and the Special Servicer within ten (10) Business Days of
the existence or cessation of (i) any Control Termination Event, (ii) any Consultation Termination Event or (iii) any
Operating Advisor Consultation Event. Upon the Certificate Administrator’s determination that a Control Termination Event, a Consultation
Termination Event or an Operating Advisor Consultation Event has occurred or is terminated, the Certificate Administrator shall, within
ten (10) Business Days, post a “special notice” on the Certificate Administrator’s Website pursuant to this
provision.


In the event that a Control
Termination Event has occurred due to a reduction of the Certificate Balance of the Class H-RR Certificates (taking into account
the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance
with Section 4.05(a)) to less than 25% of the Original Certificate Balance thereof, such special notice shall state “A Control
Termination Event has occurred due to the reduction of the Certificate Balance of the Class H-RR Certificates to less than 25% of
the Original Certificate Balance thereof.”


In the event that a Control
Termination Event or Consultation Termination Event has occurred due to the irrevocable waiver by a Class H-RR Certificateholder,
who has become the Controlling Class Certificateholder, of its right to appoint a Directing Certificateholder or to exercise any of the
rights of the Controlling Class Certificateholder, such special notice shall state




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“A Control Termination Event and a Consultation
Termination Event has occurred due to the irrevocable waiver by the Controlling Class Certificateholder of its rights as Controlling Class
Certificateholder.”


In the event that a Consultation
Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates below 25% of its Original Certificate
Balance, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts, such special notice shall state:
“A Consultation Termination Event has occurred because no Class of Control Eligible Certificates exists where such Class’s
aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard
to the application of any Cumulative Appraisal Reduction Amounts.”


In the event of any transfer
of a Class H-RR Certificate, and upon notice to the Certificate Administrator in the form of Exhibit NN that results in a
termination of a Control Termination Event or a Consultation Termination Event, such “special notice” shall state: “A
Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a Transfer of a majority
interest of the Controlling Class Certificates to an unaffiliated third party which has terminated any waiver by the prior Holder.”


In the event that an Operating
Advisor Consultation Event has occurred due to the reduction of the aggregate Certificate Balance of the HRR Certificates to 25% or below
of their aggregate Original Certificate Balance, taking into account the application of any Cumulative Appraisal Reduction Amounts, such
special notice shall state: “An Operating Advisor Consultation Event has occurred because the aggregate Certificate Balance of the
HRR Certificates has been reduced to 25% or below of their aggregate Original Certificate Balance.”


With respect to any Mortgage
Loan determined to be an Excluded Loan, none of the Directing Certificateholder or any Controlling Class Certificateholder shall have
any consent or consultation rights with respect to the servicing of such Excluded Loan and a Control Termination Event and Consultation
Termination Event shall be deemed to have occurred with respect to such Excluded Loan.


Section 3.24       
Intercreditor Agreements. (a) Each of the Master Servicer and Special
Servicer acknowledges and agrees that each Serviced Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine
debt is subject to the terms and provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Whole
Loan, and each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement and this Agreement, including,
without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement
and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreement, the related Intercreditor
Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not
to take any action with respect to a Serviced Whole Loan, or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without
the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement
provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each of the
Master Servicer and Special Servicer acknowledges and agrees that




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each Companion Holder and each mezzanine lender
or its respective designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement
and the related Intercreditor Agreement to the extent provided for therein. Each of the Master Servicer and the Special Servicer further
acknowledges and agrees that any Serviced Whole Loan Controlling Holder will have the right to replace the Special Servicer solely with
respect to the related Serviced Whole Loan, to the extent provided for herein and in the related Intercreditor Agreement.


(b)                                  Neither
the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any entitlement
in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict between the terms of this
Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement that may otherwise
require the Master Servicer or the Special Servicer to abide by any instruction or direction of a Companion Holder or a mezzanine lender,
neither the Master Servicer nor the Special Servicer shall be required to comply with any instruction or direction the compliance with
which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event shall any expense arising from compliance
with an Intercreditor Agreement constitute an expense to be borne by the Master Servicer or the Special Servicer for its own account
without reimbursement. In no event shall the Master Servicer or the Special Servicer be required to consult with or obtain the consent
of any Companion Holder or a mezzanine lender unless such Companion Holder or mezzanine lender has delivered notice of its identity and
contact information to each of the parties to this Agreement (upon which notice each of the parties to this Agreement shall be conclusively
entitled to rely). As of the Closing Date, the contact information for the Companion Holders and mezzanine lenders is as set forth in
the related Intercreditor Agreement. In no event shall the Master Servicer or the Special Servicer, as the case may be, be required to
consult with or obtain the consent of a new Directing Certificateholder or a new Controlling Class Certificateholder unless the Certificate
Administrator has delivered notice to the Master Servicer or the Special Servicer, as applicable, as required under Section 3.23(e)
or the Master Servicer or the Special Servicer, as applicable, have actual knowledge of the identity and contact information of a
new Directing Certificateholder or a new Controlling Class Certificateholder.


(c)                                   No
direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master Servicer or the
Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision of this Agreement,
including the Master Servicer’s or the Special Servicer’s obligation to act in accordance with the Servicing Standard and
to maintain the REMIC status of each Trust, (b) result in the imposition of a “prohibited transaction” or “prohibited
contribution” tax under the REMIC Provisions or (c) materially expand the scope of the Special Servicer’s, Trustee’s,
the Certificate Administrator’s or the Master Servicer’s responsibilities under this Agreement.


(d)                                  With
respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor or the Directing Certificateholder
hereunder may have to consult with respect to any action or other matter with respect to the servicing of such Companion Loan, to the
extent the related Intercreditor Agreement provides that such right is exercisable by the related Companion Holder or is exercisable
in conjunction with any related Companion Holder, the Directing Certificateholder shall not be permitted to exercise such right or, to
the extent




    		-272-	 



    


    

provided in the related Intercreditor Agreement,
shall be required to exercise such right in conjunction with the related Companion Holder, as applicable (except to the extent that the
Directing Certificateholder is the related Serviced Whole Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement
to the contrary, the Master Servicer or the Special Servicer, as the case may be, shall consult, seek the approval or obtain the consent
of the holder of any Serviced Companion Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent
required under related Intercreditor Agreement and shall not take such actions requiring consent of the related Companion Holder without
such consent. In addition, notwithstanding anything to the contrary, the Master Servicer or the Special Servicer, as the case may be,
shall deliver reports and notices to the related Companion Holder as required under the Intercreditor Agreement.


(e)                                   Notwithstanding
anything in this Agreement to the contrary, the Special Servicer shall be required (i) to provide copies of any notice, information
and report that it is required to provide to the Controlling Class Certificateholder pursuant to this Agreement with respect to any Major
Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced Whole Loan, to the
related Companion Holder, within the same time frame it is required to provide to the Controlling Class Certificateholder (for this purpose,
without regard to whether such items are actually required to be provided to the Controlling Class Certificateholder under this Agreement
due to the occurrence and continuance of a Control Termination Event or the occurrence and continuance of a Consultation Termination
Event) and (ii) to consult with any related Companion Holder on a strictly non-binding basis, to the extent having received such
notices, information and reports, such related Companion Holder requests consultation with respect to any such Major Decisions or the
implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced Whole Loan, and consider alternative
actions recommended by such related Companion Holder; provided that after the expiration of a period of ten (10) Business
Days from the delivery to such related Companion Holder by the Special Servicer of written notice of a proposed action, together with
copies of the notice, information and report required to be provided to the Controlling Class Certificateholder, the Special Servicer
shall no longer be obligated to consult with such related Companion Holder, whether or not such related Companion Holder has responded
within such ten (10) Business Day period (unless, the Special Servicer proposes a new course of action that is materially different
from the action previously proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date
of such proposal and delivery of all information relating thereto). Notwithstanding the consultation rights of the related Companion
Holder set forth in the immediately preceding sentence, the Special Servicer may make any Major Decision or take any action set forth
in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Special Servicer determines
that immediate action with respect thereto is necessary to protect the interests of the Certificateholders and the related Companion
Holder. In no event shall the Special Servicer be obligated at any time to follow or take any alternative actions recommended by the
related Companion Holder.


(f)                                     Each
Serviced Pari Passu Companion Loan Holder shall have the right to attend (in person or telephonically, in the discretion of the Master
Servicer or Special Servicer, as the case may be) annual meetings with the Master Servicer or the Special Servicer at the offices of
the Master Servicer or the Special Servicer, as applicable, upon reasonable notice and at times




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reasonably acceptable to the Master Servicer
or the Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are discussed.


(g)                                  With
respect to any Serviced Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related Intercreditor Agreement
such that the monthly remittance to the holder of the related Companion Loan is required earlier than 2 Business Days after receipt by
the Master Servicer of the related Periodic Payment without the consent of the Master Servicer.


(h)                                  To
the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor Agreement
for a Whole Loan are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions as if set forth
herein in full.


(i)                                      With
respect to the Serviced AB Whole Loan, notwithstanding any rights the Directing Certificateholder hereunder may have to consult with
respect to any action or other matter with respect to the servicing of such Serviced AB Whole Loan, to the extent the related Intercreditor
Agreement provides that such right is exercisable by the related Subordinate Companion Holder or its representative or is exercisable
in conjunction with the related Subordinate Companion Holder, then the Directing Certificateholder shall not be permitted to exercise
such right. Additionally, notwithstanding anything in this Agreement to the contrary, the Special Servicer shall consult with, seek the
approval of, or obtain the consent of the Subordinate Companion Holder or its representative with respect to any matters with respect
to the servicing of the related AB Subordinate Companion Loan to the extent required under the related Intercreditor Agreement and shall
not take such actions requiring consent of or consultation with such Subordinate Companion Holder or its representative without such
consent or consultation (or deemed consent or consultation). In addition, notwithstanding anything to the contrary, the Master Servicer
or Special Servicer, as applicable, shall deliver information, reports and notices to the Subordinate Companion Holder or its representative
as and to the extent required under the related Intercreditor Agreement; provided that if such Subordinate Companion
Holder is a Borrower Party with respect to the related Mortgage Loan, then such Subordinate Companion Holder shall not be entitled to
receive any information that would constitute Excluded Information if such AB Whole Loan were an Excluded Loan. Each of the Master Servicer
and the Special Servicer further acknowledges and agrees that any AB Whole Loan Controlling Holder will have the right to exercise the
rights of the Directing Certificateholder under this Agreement to the extent provided for in, and subject to the terms of, the related
Intercreditor Agreement.


Section 3.25       
Rating Agency Confirmation. (a) Notwithstanding the terms of any related
Mortgage Loan documents or other provisions of this Agreement, if any action under any Mortgage Loan documents or this Agreement requires
Rating Agency Confirmation as a condition precedent to such action, if the party (the “RAC Requesting Party”) attempting
and/or required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating
Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5
Information Provider’s Website, such Rating Agency has not replied to such request or has responded in a manner that indicates that
such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then such RAC Requesting
Party shall be required to confirm (through




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direct communication and not by posting any
confirmation on the 17g-5 Information Provider’s Website) that the applicable Rating Agency has received the Rating Agency Confirmation
request, and, if it has not, promptly request the related Rating Agency Confirmation again (which may be through direct communication).
The circumstances described in the preceding sentence are referred to in this Agreement as a “RAC No-Response Scenario”.
Once the RAC Requesting Party has sent a request for a Rating Agency Confirmation to the 17g-5 Information Provider, such RAC Requesting
Party may, but shall not be obligated to send such request directly to the Rating Agencies in accordance with the procedures set forth
in Section 13.10(d).


If there is no response to
such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC No-Response Scenario
or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving the
requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring such Rating
Agency Confirmation or with respect to any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than
as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation shall be deemed not to apply (as
if such requirement did not exist) with respect to such Rating Agency and the Master Servicer or the Special Servicer, as the case may
be, may then take such action if the Master Servicer or the Special Servicer, as the case may be, confirms its original determination
(made prior to making such request) that taking the action with respect to which it requested the Rating Agency Confirmation would still
be consistent with the Servicing Standard, and (y) with respect to a replacement of the Master Servicer or the Special Servicer,
such condition shall be deemed not to apply (as if such requirement did not exist) if (i) the replacement master servicer or special servicer
has been appointed and currently serves as a master servicer or a special servicer, as applicable, on a transaction-level basis on a CMBS
transaction currently rated by Moody’s that currently has securities outstanding and for which Moody’s has not cited servicing
concerns with respect to such replacement master servicer or special servicer as the sole or a material factor in any qualification, downgrade
or withdrawal of the ratings (or placement on “watch status” in contemplation of a rating downgrade or withdrawal) of securities
in a commercial mortgage-backed securitization transaction serviced by the applicable replacement master servicer or special servicer
prior to the time of determination, if Moody’s is the non-responding Rating Agency, (ii) the replacement master servicer or special
servicer is rated at least “CMS3” (in the case of the master servicer) or “CSS3” (in the case of the special servicer),
if Fitch is the non-responding Rating Agency or (iii) KBRA has not publicly cited servicing concerns with respect to the applicable replacement
master servicer or special servicer as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or
placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed
securitization transaction serviced by such replacement master servicer or special servicer prior to the time of determination, if KBRA
is the non-responding Rating Agency.


Any Rating Agency Confirmation
request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, pursuant to this Agreement,
shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and
shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation
request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information




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Provider shall post such request on the 17g-5
Information Provider’s Website in accordance with Section 3.13(c).


Promptly following the Master
Servicer’s or the Special Servicer’s determination to take any action discussed in this Section 3.25(a) following any
requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement did not exist), the Master Servicer
or the Special Servicer, as applicable, shall provide electronic written notice to the 17g-5 Information Provider of the action taken
for the particular item at such time, and the 17g-5 Information Provider shall promptly post such notice on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c).


(b)                                   Notwithstanding
anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan document relating to defeasance
(including without limitation the type of collateral acceptable for use as defeasance collateral) or release or substitution of any collateral,
any Rating Agency Confirmation requirement in the Mortgage Loan documents for which the Master Servicer or the Special Servicer would
have been permitted to waive obtaining or to make a determination with respect to such Rating Agency Confirmation pursuant to Section
3.25(a) shall be deemed not to apply (as if such requirement did not exist).


(c)                                   For
all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting Party shall deliver
Rating Agency Confirmation from each Rating Agency.


Section 3.26       
The Operating Advisor. (a)  The Operating Advisor shall review
(i) the actions of the Special Servicer with respect to any Specially Serviced Loan (as provided in Section 3.08(a), Section
3.08(b), Section 3.18(a), Section 3.18(b), Section 3.19(d), Section 3.26 and Section 6.08) and
after the occurrence and during the continuance of an Operating Advisor Consultation Event the actions of the Special Servicer with respect
to Major Decisions relating to any Mortgage Loan, (ii) all reports by the Special Servicer made available to Privileged Persons that
are posted on the Certificate Administrator’s Website and that are relevant to the Operating Advisor’s obligations hereunder
and (iii) each Asset Status Report (after the occurrence and during the continuance of an Operating Advisor Consultation Event) and
(iv) each Final Asset Status Report delivered to the Operating Advisor by the Special Servicer. The Operating Advisor shall perform
its duties hereunder in accordance with the Operating Advisor Standard. Furthermore, the Operating Advisor shall have no obligation or
responsibility at any time to review the actions of the Master Servicer for compliance with the Servicing Standard, and the Operating
Advisor will not be required to consider such Master Servicer actions in connection with any Operating Advisor Annual Report.


(b)                                  The
Operating Advisor and its Affiliates shall keep confidential any information appropriately labeled “Privileged Information”
received from the Special Servicer or Directing Certificateholder in connection with the Directing Certificateholder’s exercise
of its rights under this Agreement (including, without limitation, in connection with the review and/or approval of any Asset Status
Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged Information. Subject
to the terms and conditions in this Agreement related to Privileged Information, the Operating Advisor agrees that it shall use




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information received from the Special Servicer
pursuant to the terms of this Agreement solely for purposes of complying with its duties and obligations hereunder.


(c)                                   (i) Based
on the Operating Advisor’s review of (i) any assessment of compliance report, attestation report, and other information
delivered to the Operating Advisor by the Special Servicer or made available to Privileged Persons that are posted on the Certificate
Administrator’s Website during the prior calendar year, (ii) prior to the occurrence and continuance of an Operating Advisor
Consultation Event, with respect to any Specially Serviced Loan, any related Final Asset Status Report or approved or deemed approved
Major Decision Reporting Package provided to the Operating Advisor by the Special Servicer, and (iii) after the occurrence and
continuance of an Operating Advisor Consultation Event, any Asset Status Report and any Major Decision Reporting Package provided to
the Operating Advisor with respect to any Mortgage Loan, the Operating Advisor shall (but only if any Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Whole Loan was a Specially Serviced Loan at any time during the prior calendar year or if an Operating Advisor
Consultation Event occurred during the prior calendar year) deliver to the Certificate Administrator and the 17g-5 Information Provider
within one hundred twenty (120) days of the end of the prior calendar year, an annual report (the “Operating Advisor Annual
Report”), substantially in the form of Exhibit V (which form may be modified or altered as to either its organization
or content by the Operating Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without
limitation, provisions herein relating to Privileged Information; provided, however, that in no event shall the information
or any other content included in the Operating Advisor Annual Report contravene any provision of this Agreement), setting forth whether
the Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer is operating in compliance
with the Servicing Standard with respect to its performance of its duties pursuant to this Agreement with respect to Specially Serviced
Loans (and, after the occurrence and continuance of an Operating Advisor Consultation Event, also with respect to Major Decisions on
Non-Specially Serviced Loans) during the prior calendar year on an “asset-level basis” and identifying (1) which, if any,
standards with which the Operating Advisor believes, in its sole discretion exercised in good faith, the Special Servicer has failed
to comply and (2) any material deviations from the Special Servicer’s obligations hereunder with respect to the resolution or liquidation
of any Specially Serviced Loan or REO Property (other than with respect to any REO Property related to any Non-Serviced Mortgage Loan);
provided, further, however, that in the event the Special Servicer is replaced, the Operating Advisor Annual Report
shall only relate to the special servicer that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing
in such capacity through the date of such Operating Advisor Annual Report; provided, further, that the Operating Advisor
shall prepare a separate Operating Advisor Annual Report relating to each Excluded Special Servicer and any Excluded Special Servicer
Loan(s) serviced by such Excluded Special Servicer. In preparing any Operating Advisor Annual Report, the Operating Advisor shall not
be required to report on instances of non-compliance with, or deviation from, the Servicing Standard or the Special Servicer’s
obligations under this Agreement that the Operating Advisor determines, in its sole discretion exercised in good faith, to be immaterial.
Subject to the restrictions in this Agreement, including, without limitation, Section 3.26(c), each such Operating Advisor Annual
Report shall (A) identify any material deviations (i) from the Servicing Standard and (ii) from the Special Servicer’s
obligations under this Agreement with respect to the resolution or liquidation of Specially Serviced Loans or REO Properties that the
Special Servicer is responsible for servicing under this Agreement (other than with respect to any REO Property




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related to a Non-Serviced Mortgage Loan)
and (B) comply with all of the confidentiality requirements described in this Agreement regarding Privileged Information (subject
to any permitted exceptions). In preparing any Operating Advisor Annual Report, the Operating Advisor shall not be required to provide
or obtain a legal opinion, legal review or legal conclusion. Such Operating Advisor Annual Report shall be delivered to the Certificate
Administrator (which shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s Website in accordance
with Section 3.13(b)) and the 17g-5 Information Provider (which shall promptly post such Operating Advisor Annual Report on
the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)); provided, however, that the
Special Servicer shall be given an opportunity to review the Operating Advisor Annual Report at least five (5) Business Days prior
to its delivery to the Certificate Administrator and the 17g-5 Information Provider. The Operating Advisor shall have no obligation
to adopt any comments to the Operating Advisor Annual Report that are provided by the Special Servicer. Only as used in this Section
3.26 in connection with the Operating Advisor Annual Report, the term “asset-level basis” refers to the Special Servicer’s
performance of its duties with respect to the resolution and liquidation of Specially Serviced Loans (and, after the occurrence and continuance
of an Operating Advisor Consultation Event, also with respect to Major Decisions on Non-Specially Serviced Loans), taking into account
the Special Servicer’s specific duties under this Agreement as well as the extent to which those duties were performed in accordance
with the Servicing Standard, with reasonable consideration by the Operating Advisor of any assessment of compliance report, attestation
report, Major Decision Reporting Package, Asset Status Report (during the continuance of an Operating Advisor Consultation Event), Final
Asset Status Report and any other information delivered to the Operating Advisor by the Special Servicer (other than any communications
between the Directing Certificateholder and the Special Servicer that would be Privileged Information) pursuant to this Agreement.


(ii)                                   In
the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report is limited
or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Operating Advisor or
because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions in the related
Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from such limitations or prohibitions.
The Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness of any information it is provided without
liability for any such reliance hereunder. In the event a lack of access to Privileged Information limits or prohibits the Operating
Advisor from performing its duties under this Agreement, the Operating Advisor shall set forth any such limitations or prohibitions in
the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from its lack of
access to Privileged Information.


(d)                                  [RESERVED].


(e)                                   (i) With
respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, after the calculation has been finalized
(and, if an Operating Advisor Consultation Event has occurred and is continuing, prior to the utilization by the Special Servicer) of
any of the calculations related to (i) Appraisal Reduction Amounts calculated by the Special Servicer, (ii) Cumulative
Appraisal Reduction Amounts calculated by




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the Special Servicer, (iii) Collateral
Deficiency Amounts calculated by the Special Servicer or (iv) net present value in accordance with Section 1.02(iv) calculated
by the Special Servicer, the Special Servicer shall forward such calculations, together with any supporting material or additional information
necessary in support thereof (including such additional information reasonably requested by the Operating Advisor to confirm the mathematical
accuracy of such calculations, but not including any Privileged Communications), to the Operating Advisor promptly, but in any event no
later than two (2) Business Days after preparing such calculations, and the Operating Advisor shall promptly, but no later than
three (3) Business Days after receipt of such calculations and any supporting or additional materials, recalculate and review for
accuracy and consistency with this Agreement the mathematical calculations and the corresponding application of the non-discretionary
portion of the applicable formulas required to be utilized in connection with any such calculation.


(ii)                                   In
connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical calculations of
the Cumulative Appraisal Reduction Amount, Appraisal Reduction Amount or Collateral Deficiency Amount (in each case, as calculated by
the Special Servicer) or net present value or the application of the applicable non-discretionary portions of the formula required
to be utilized for such calculation, the Operating Advisor and the Special Servicer shall consult with each other in order to resolve
any material inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the related formula
in arriving at those mathematical calculations or any disagreement within five (5) Business Days of delivery of such calculations. The
Master Servicer shall cooperate with the Special Servicer and provide any information reasonably requested by the Special Servicer necessary
for the calculation of the Cumulative Appraisal Reduction Amount, Appraisal Reduction Amount or Collateral Deficiency Amount and in the
Master Servicer’s possession or reasonably obtainable by the Master Servicer. In the event the Operating Advisor and the Special
Servicer are not able to resolve such inaccuracies or disagreement prior to the end of such five (5) Business Day period, the Operating
Advisor shall promptly notify the Certificate Administrator of such disagreement and the Certificate Administrator shall examine the
calculations and supporting materials provided by the Operating Advisor and the Special Servicer and determine which calculation is to
apply and shall provide such parties prompt written notice of its determination.


(f)                                     Notwithstanding
the foregoing, prior to the occurrence and continuance of an Operating Advisor Consultation Event, the Operating Advisor’s review
shall be limited to an after-the-action review of any assessment of compliance, attestation report, Major Decision Reporting Package
relating to a Specially Serviced Loan, Asset Status Report, Final Asset Status Report and other information delivered to the Operating
Advisor by the Special Servicer or made available to Privileged Persons that are posted on the Certificate Administrator’s Website
during the prior calendar year (together with any additional information and material reviewed by the Operating Advisor), and, therefore,
it shall have no specific involvement with respect to collateral substitutions, assignments, workouts, modifications, consents, waivers,
lockbox management, insurance policies, borrower substitutions, lease changes, additional borrower debt, defeasances, property management
changes, releases from escrow, assumptions and other similar actions that the Special Servicer may perform under this Agreement and shall
have no obligations at any time with respect to any Non-Serviced Mortgage Loan. In addition, with respect to the Operating




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Advisor’s review of net present value,
Cumulative Appraisal Reduction Amount or Appraisal Reduction Amount calculations as described above, the Operating Advisor’s recalculation
shall not take into account the reasonableness of Special Servicer’s property and Mortgagor performance assumptions or other similar
discretionary portions of the net present value and Cumulative Appraisal Reduction Amount calculation.


(g)                                  The
Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information” confidential
and shall not disclose such Privileged Information to any Person (including Certificateholders other than the Directing Certificateholder),
other than (1) to the extent expressly required by this Agreement to the other parties to this Agreement with a notice indicating
that such information is Privileged Information, (2) pursuant to a Privileged Information Exception or (3) where necessary to
support specific findings or conclusions concerning allegations of deviations from the Servicing Standard or the Special Servicer’s
obligations under this Agreement (i) in the Operating Advisor Annual Report or (ii) in connection with a recommendation by the Operating
Advisor to replace the Special Servicer. Each party to this Agreement that receives Privileged Information from the Operating Advisor
with a notice stating that such information is Privileged Information shall not disclose such Privileged Information to any Person without
the prior written consent of the Special Servicer and, unless a Control Termination Event has occurred and is continuing, the Directing
Certificateholder (with respect to any Mortgage Loan other than a Non-Serviced Whole Loan or any Excluded Loan with respect to the
Directing Certificateholder) other than pursuant to a Privileged Information Exception. In addition and for the avoidance of doubt, while
the Operating Advisor may serve in a similar capacity with respect to Other Securitizations that involve the same parties or borrower
involved in this securitization, the knowledge of the employees performing operating advisor functions for such Other Securitizations
shall not be imputed to the employees of the Operating Advisor involved in this securitization. Notwithstanding the foregoing, the Operating
Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors of the Operating Advisor that agree
in writing to be bound by the same confidentiality provisions applicable to the Operating Advisor.


(h)                                  Subject
to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged
Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance with the
terms of Section 4.07(a).


(i)                                      As
compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each Remittance
Date with respect to each Mortgage Loan and each REO Loan. As to each Mortgage Loan and each REO Loan, the Operating Advisor Fee shall
accrue from time to time at the Operating Advisor Fee Rate and shall be computed on the basis of the Stated Principal Balance of such
Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the related Mortgage Loan or REO Loan,
as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest
payment due on the related Mortgage Loan or deemed to be due on such REO Loan is computed.


The Operating Advisor shall
be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a) and/or Section 6.04(b),
such amounts to be




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reimbursed from amounts on deposit in the Collection
Account as provided by Section 3.05(a). Each successor operating advisor shall be required to acknowledge and agree to the terms
of the preceding sentence.


In addition, the Operating
Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor has
consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection Account
as provided in Section 3.05(a)(ii) of this Agreement, but, with respect to the period when the outstanding Certificate Balances
of the Control Eligible Certificates have not been reduced to zero as a result of the allocation of Realized Losses to such Certificates,
only to the extent such Operating Advisor Consulting Fee is actually received from the related Mortgagor. When the Operating Advisor has
consultation obligations with respect to a Major Decision under this Agreement, the Master Servicer or the Special Servicer, as the case
may be, shall use commercially reasonable efforts consistent with the Servicing Standard to collect the applicable Operating Advisor Consulting
Fee from the related Mortgagor in connection with such Major Decision, and only to the extent not prohibited by the related Mortgage Loan
documents. The Master Servicer or Special Servicer, as the case may be, may waive or reduce the amount of any Operating Advisor Consulting
Fee payable by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard, but
in no event shall the Master Servicer or the Special Servicer take any enforcement action with respect to the collection of such Operating
Advisor Consulting Fee other than requests for collection; provided that the Master Servicer or the Special Servicer, as applicable,
shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction. Notwithstanding the foregoing,
the Operating Advisor will have no obligations or consultation rights in its capacity as operating advisor with respect to: (i) any
Non-Serviced Whole Loan or any related REO Property, except in limited circumstances or (ii) any Serviced AB Whole Loan, prior to
the occurrence and continuance of both an AB Control Appraisal Period and a Control Termination Event; provided, further,
that the Operating Advisor shall not be entitled to an Operating Advisor Consulting Fee with respect to any Non-Serviced Mortgage
Loan and any related Companion Loan.


(j)                                      After
the occurrence and during the continuance of a Consultation Termination Event, the Operating Advisor may be removed upon (i) the
written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of
Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Cumulative Appraisal Reduction
Amounts are allocable) requesting a vote to replace the Operating Advisor with a replacement Operating Advisor selected by such Certificateholders
(provided that the proposed replacement Operating Advisor is an Eligible Operating Advisor), (ii) payment by such requesting
Holders to the Certificate Administrator of all reasonable fees and expenses to be incurred by the Certificate Administrator in connection
with administering such vote and (iii) receipt by the Trustee and the Certificate Administrator of Rating Agency Confirmation
from each Rating Agency (which confirmations will be obtained by the Certificate Administrator at the expense of such Holders and will
not constitute an additional expense of the Trust). The Certificate Administrator shall promptly provide written notice to all Certificateholders
of such request by posting such notice on the Certificate Administrator’s Website in accordance with Section 3.13(b), and
concurrently by mail, and conduct the solicitation of votes of all Certificates in such regard. Upon the vote or written direction of
Holders of Certificates evidencing at least 75% of the Voting Rights (taking into




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account the application of Cumulative Appraisal
Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Cumulative Appraisal Reduction Amounts are allocable),
the Trustee shall immediately terminate all of the rights and obligations of the Operating Advisor under this Agreement (other than any
rights or obligations that accrued prior to the date of such termination (including accrued and unpaid compensation) and other than indemnification
rights (arising out of events occurring prior to such termination)) by prior written notice to the Operating Advisor, and the proposed
successor operating advisor will be appointed.


(k)                                   After
the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Holders of Certificates
representing at least 25% of the Voting Rights (taking into account the application of any Cumulative Appraisal Reduction Amounts to
notionally reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating Advisor
for cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided that no such termination
shall be effective until a successor operating advisor has been appointed and has assumed all of the obligations of the Operating Advisor
under this Agreement. No such termination shall terminate, change, reduce, or otherwise modify the rights and obligations of the Operating
Advisor that accrued prior to such termination, including the right to receive all amounts accrued and owing to it under this Agreement,
and other than indemnification rights (arising out of events occurring prior to such termination). The Trustee may rely on a certification
by the replacement Operating Advisor that it is an Eligible Operating Advisor. Upon any termination of the Operating Advisor and appointment
of a successor to the Operating Advisor, the Trustee shall, as soon as possible, be required to give written notice of the termination
and appointment to the Special Servicer, the Master Servicer, the Certificate Administrator, the 17g-5 Information Provider (for
posting to the 17g-5 Information Provider’s Website), the Depositor, the Directing Certificateholder, any Companion Loan holder
and the Certificateholders.


(l)                                      The
Holders of Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event hereunder
may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Trustee of the occurrence
of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event, such Operating Advisor Termination
Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver of an Operating
Advisor Termination Event by Certificateholders, the Trustee and the Certificate Administrator shall be entitled to recover all costs
and expenses incurred by it in connection with enforcement action taken with respect to such Operating Advisor Termination Event prior
to such waiver from the Trust.


(m)                                Prior
to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right to consent, such
consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating Advisor appointed pursuant
to this Section 3.26; provided, further, that such consent will be deemed to have been granted if no objection is
made within ten (10) Business Days following the Directing Certificateholder’s receipt of the request for consent and, if
granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.




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(n)                                  The Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days’
prior written notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset
Representations Reviewer and the Directing Certificateholder, if applicable, and (b) upon the appointment of, and the acceptance
of such appointment by, a successor operating advisor that is an Eligible Operating Advisor and receipt by the Trustee of Rating Agency
Confirmation from each Rating Agency. If no successor operating advisor has been appointed and has accepted such appointment within thirty
(30) days of receipt by the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset
Representations Reviewer and the Directing Certificateholder of the resigning Operating Advisor’s notice of resignation, the resigning
Operating Advisor may petition a court of competent jurisdiction for the appointment of a successor operating advisor that is an Eligible
Operating Advisor. No such resignation by the Operating Advisor shall become effective until the replacement Operating Advisor shall
have assumed the resigning Operating Advisor’s responsibilities and obligations. The resigning Operating Advisor shall pay all
costs and expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator) associated with a transfer
of its duties pursuant to this Section 3.26.


(o)                                  [RESERVED].


(p)                                  In
the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and unpaid
Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor Expenses pursuant
to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.


(q)                                  The
parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed, that (i) subject
to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for any actions taken or for refraining
from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely as a contracting party to the extent
set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary duty, or (B) other duty except
with respect to its specific obligations under this Agreement, and shall have no duty or liability to any particular Class of Certificates
or particular Certificateholders or any third party, and (iv) the Operating Advisor does not constitute an “investment adviser”
within the meaning of the Investment Advisers Act of 1940, as amended or a “broker” or “dealer” within the meaning
of the Exchange Act.


(r)                                     Neither
the Operating Advisor nor any of its Affiliates shall make any investment in any Class of Certificates; provided, however,
that such prohibition shall not apply to (i) riskless principal transactions effected by a broker-dealer Affiliate of the
Operating Advisor or (ii) investments by an Affiliate of the Operating Advisor if the Operating Advisor and such Affiliate maintain
policies and procedures that (A) segregate personnel involved in the activities of the Operating Advisor under this Agreement
from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from
gaining access to information regarding the Trust and the Operating Advisor and its personnel from gaining access to such Affiliate’s
information regarding its investment activities.




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(s)                                   The Operating Advisor shall at all times be an Eligible Operating Advisor and if the Operating Advisor ceases to be an Eligible
Operating Advisor, the Operating Advisor shall immediately resign under Section 3.26(n) of this Agreement and the Trustee shall
appoint a successor operating advisor subject to and in accordance with this Section 3.26. Notwithstanding the foregoing, if the
Trustee is unable to find a successor operating advisor within 30 days of the termination of the Operating Advisor, the Depositor
shall be permitted to find a replacement.


(t)                                     The
Operating Advisor may delegate its duties to agents or Subcontractors to the extent such agents or Subcontractors satisfy clauses (c),
(d) and (f) of the definition of “Eligible Operating Advisor” and so long as the related agreements or arrangements with
such agents or Subcontractors are consistent with the provisions of this Agreement related to the Operating Advisor’s duties and
obligations; provided that no agent or Subcontractor may (i) be affiliated with a Sponsor, the Master Servicer, the Special
Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates
or (ii) have been paid any fees, compensation or other remuneration by an Underwriter, the Master Servicer, the Special Servicer,
the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection
with due diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence,
the Operating Advisor shall remain obligated and primarily liable for its obligations hereunder in accordance with the provisions of
this Agreement without diminution of such obligation or liability or related obligation or liability by virtue of such delegation or
arrangements or by virtue of indemnification from any Person acting as its agents or Subcontractor to the same extent and under the same
terms and conditions as if the Operating Advisor alone were performing its obligations under this Agreement. The Operating Advisor shall
be entitled to enter into an agreement with any agent or Subcontractor providing for indemnification of the Operating Advisor by such
agent or Subcontractor, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


(u)                                  With
respect to the determination of whether an Operating Advisor Consultation Event has occurred and is continuing, or has terminated, the
Operating Advisor is entitled to rely solely on its receipt from the Certificate Administrator of notice thereof pursuant to Section
3.23(m), and, with respect to any obligations of the Operating Advisor that are performed only after the occurrence and continuance
of an Operating Advisor Consultation Event, the Operating Advisor shall have no obligation to perform any such duties until the receipt
of such notice or actual knowledge of the occurrence of an Operating Advisor Consultation Event.


Section 3.27       
Companion Paying Agent. (a) With respect to each of the Serviced
Companion Loans, the Master Servicer shall be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement.


(b)                                  No
provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure to act,
bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent
shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable except for the
performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion
Paying Agent. In the




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absence of bad faith on the part of the Companion
Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed
therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion
Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement.


(c)                                   In
the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to Article VII
of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be removed.


(d)                                  This
Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards
to rights accrued prior to such resignation or removal.


Section 3.28       
Serviced Companion Noteholder Register. The Companion Paying Agent shall maintain a register (the “Serviced Companion
Noteholder Register”) with respect to each Serviced Companion Loan on which it will record the names and address of, and wire
transfer instructions for, the Serviced Companion Noteholders from time to time, to the extent such information is provided in writing
to it by each Serviced Companion Noteholder. The initial Serviced Companion Noteholders, along with their respective name and address,
are listed on Exhibit S hereto. In the event a Serviced Companion Noteholder transfers a Serviced Companion Loan without notice
to the Companion Paying Agent, the Companion Paying Agent shall have no liability for any misdirected payment in such Serviced Companion
Loan and shall have no obligation to recover and redirect such payment.


The Companion Paying Agent
shall promptly provide the name and address of any Serviced Companion Noteholder to any party hereto or any successor Serviced Companion
Noteholder upon written request and any such Person may, without further investigation, conclusively rely upon such information. The Companion
Paying Agent shall have no liability to any Person for the provision of any such name and address.


For the avoidance of doubt,
any notices or information required to be delivered pursuant to this Agreement by any party hereto to a Serviced Companion Noteholder
with respect to a Serviced Companion Loan that has been included in an Other Securitization shall be provided to the Other Servicer under
the Other Pooling and Servicing Agreement.


Section 3.29       
Certain Matters Relating to the Whole Loans. (a) In the event that any
of the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special
Servicer shall be replaced in accordance with the terms of the applicable Non-Serviced PSA, the Master Servicer and the Special Servicer
shall acknowledge its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer
or the applicable Non-Serviced Special Servicer, as the case may be.


(b)                                  If
any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master Servicer
is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the Trustee, the Certificate




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Administrator or the Master Servicer, as applicable,
shall promptly notify each Non-Serviced Master Servicer of the same.


(c)                                   In
connection with the securitization of each Serviced Pari Passu Companion Loan (in each case, only while it is a Serviced Companion Loan),
upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master Servicer,
the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder
in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes, and that such
holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.


(d)                                  In
connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or
materials required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan
pursuant to the related Intercreditor Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination
Event, forward such materials to the Directing Certificateholder for its consent, if such consent is required. The Special Servicer may
(with the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event) waive any
timing or delivery requirements related to such sale to the extent set forth in the related Intercreditor Agreement.


(e)                                   With
respect to any Non-Serviced Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance of a Consultation
Termination Event, or the Special Servicer, following the occurrence and during the continuance of a Consultation Termination Event,
shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling
Note Holder” (or similar term identified in the related Intercreditor Agreement) as and to the extent provided in the related Intercreditor
Agreement.


(f)                                     With
respect to each Mortgage Loan that is part of a Whole Loan, this Agreement is subject to the related Intercreditor Agreement and incorporates
by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


(g)                                  With
respect to each Serviced Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or such analogous
term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement, the
Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Other Asset Representations
Reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such Asset Review by providing the Other
Asset Representations Reviewer or such other requesting party with any documents reasonably requested by the Other Asset Representations
Reviewer or such other requesting party, but only to the extent such documents are in the possession of the Master Servicer, the Special
Servicer, the Trustee or the Custodian, as the case may be, but in any event excluding any documents known to the Master Servicer, the
Special Servicer, the Trustee or the Custodian to contain information that is proprietary to the related originator or Mortgage Loan
Seller or any draft documents or privileged or internal communications.




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(h)                                  With respect to any Non-Serviced Mortgage Loan, if the Master Servicer or Special Servicer shall receive any communication
from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer regarding any “Major Decision”
pursuant to clause (xii) of the definition of such term, then the Master Servicer or Special Servicer shall forward the communication
to the Directing Certificateholder (and to the Master Servicer, if the Special Servicer is forwarding such communication) and the Special
Servicer shall reasonably cooperate with the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer,
as the case may be, in effecting any related action by the applicable Non-Serviced Master Servicer or the applicable Non-Serviced
Special Servicer, in any such case subject to and consistent with the related Intercreditor Agreement.


(i)                                      During
the period from and after the date on which a Serviced Pari Passu Companion Loan is deposited into an Other Securitization, not later
than 5:00 p.m. (New York City time) on each related Serviced Whole Loan Remittance Date the Master Servicer shall prepare (if and to
the extent necessary) and deliver or cause to be delivered in electronic format to the related other master servicer under the related
Other Pooling and Servicing Agreement the following reports and data files with respect to such Serviced Pari Passu Companion Loan: (A) to
the extent the Master Servicer has received the CREFC® Special Servicer Loan File at the time required, the most recent
CREFC® Delinquent Loan Status Report, CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage
Loan Report and the CREFC® REO Status Report, (B) the CREFC® Loan Setup File (only with respect
to the first “distribution date” (or analogous term) as defined in the related Other Pooling and Servicing Agreement), (C) the
most recent CREFC® Property File and the CREFC® Comparative Financial Status Report (in each case incorporating
the data required to be included in the CREFC® Special Servicer Loan File pursuant to Section 3.12(c) by the Special
Servicer and the Master Servicer), (D) a CREFC® Servicer Watch List with information that is current as of such
Serviced Whole Loan Remittance Date, (E) a CREFC® Financial File, (F) a CREFC® Loan Level
Reserve/LOC Report, (G) a CREFC® Advance Recovery Report, (H) a CREFC® Total Loan
Report and (I) the CREFC® Loan Periodic Update File. Additionally, not later than 5:00 p.m. (New York City time)
on each related Serviced Whole Loan Remittance Date, the Master Servicer shall deliver or cause to be delivered in electronic format
to the related other master servicer under the related Other Pooling and Servicing Agreement any applicable CREFC® Loan
Liquidation Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports received
from the Special Servicer. In no event shall any report described in this subsection be required to reflect information that has not
been collected by or delivered to the Master Servicer, or any payments or collections not received by the Master Servicer, as of the
close of business on the Business Day prior to the Business Day on which the report is due. In addition, the Master Servicer shall deliver
or cause to be delivered in electronic format to the related other master servicer under the related Other Pooling and Servicing Agreement
any and all other reports required to be delivered by the Master Servicer to the Certificate Administrator hereunder pursuant to the
terms hereof to the extent related to such Serviced Pari Passu Companion Loan.


(j)                                      On
a Servicing Shift Date, (i) the Custodian shall, upon receipt of a Request for Release, transfer the related Mortgage File (other
than the Mortgage Note evidencing the related Servicing Shift Mortgage Loan, the original of which shall be retained by the Custodian)
for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced PSA and retain
a copy of such Mortgage File and (ii) the Master Servicer shall, upon




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receipt of notice from the applicable Mortgage
Loan Seller that the applicable Servicing Shift Control Note has been or is being securitized and identifying the related Servicing Shift
Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the related Servicing
Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses (x) and (xii)
of the definition of “Mortgage File” for the related Servicing Shift Whole Loan, to the related Non-Serviced Master Servicer
identified in the above referenced notice from the Mortgage Loan Seller on the related Servicing Shift Date.


(k)                                   Promptly
upon any change in the identity of the Master Servicer, the successor Master Servicer shall deliver notice of such change (together with
the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator,
Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.


(l)                                      With
respect to any Servicing Shift Mortgage Loan that is also a Serviced Mortgage Loan, the Directing Certificateholder identified in clause
(B) of the definition of “Directing Certificateholder”, prior to the occurrence and continuance of a Consultation Termination
Event, or the Special Servicer, following the occurrence and during the continuance of a Consultation Termination Event, shall be entitled
to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling Note Holder”
(or similar term identified in the related Intercreditor Agreement) as and to the extent provided in the related Intercreditor Agreement.


Section 3.30                  [RESERVED].


Section 3.31                  Resignation
Upon Prohibited Risk Retention Affiliation. 


Upon the occurrence of (i)
a Servicing Officer of the Master Servicer or a Responsible Officer of the Certificate Administrator or the Trustee, as applicable, obtaining
actual knowledge that the Master Servicer, the Certificate Administrator or the Trustee, as applicable, is or has become Risk Retention
Affiliated with or a Risk Retention Affiliate of the Third Party Purchaser (in such case, an “Impermissible TPP Affiliate”),
(ii) the Master Servicer, Certificate Administrator or the Trustee receiving written notice by any other party to this Agreement, the
Third Party Purchaser, any Sponsor or any Underwriter or Initial Purchaser that the Master Servicer, Certificate Administrator or the
Trustee, as applicable, is or has become an Impermissible TPP Affiliate, or (iii) the Operating Advisor or the Asset Representations Reviewer
obtaining actual knowledge that it is or has become a Risk Retention Affiliate of the Third Party Purchaser or any other party to this
Agreement (other than the Operating Advisor and Asset Representations Reviewer) (such Operating Advisor and Asset Representations Reviewer,
together with an Impermissible TPP Affiliate, an “Impermissible Risk Retention Affiliate”), then, in each case, such
Impermissible Risk Retention Affiliate shall promptly notify the Sponsors and the other parties to this Agreement and resign in accordance
with Section 3.26, Section 6.05, Section 7.03, Section 8.07 or Section 12.03, as applicable. The resigning
Impermissible Risk Retention Affiliate shall bear all reasonable out-of-pocket costs and expenses of each other party to this Agreement,
the Trust and each Rating Agency in connection with such resignation as and to the extent required under this Agreement, provided,
however, that if the affiliation causing an Impermissible Risk Retention Affiliate is the result of the Third Party Purchaser acquiring
an interest in such




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Impermissible Risk Retention Affiliate or an
affiliate of such Impermissible Risk Retention Affiliate, then such costs and expenses shall be an expense of the Trust.


The provisions of the foregoing
paragraph will not apply if the Depositor has determined, following a modification, waiver or amendment to, or repeal of, the Risk Retention
Rules, that the foregoing affiliations are not prohibited. The Depositor shall provide written notice of such determination to the Master
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer, provided however,
the Depositor shall have no obligation to monitor the Risk Retention Rules to determine if a modification, waiver, amendment or repeal
has occurred.


Section 3.32       
Litigation Control. (a) With respect to any Mortgage Loan (other
than a Non-Serviced Mortgage Loan), any Serviced Companion Loan or any related REO Loan or related REO Property, the Special Servicer
shall, in accordance with the Servicing Standard, direct, manage, prosecute and/or defend any action brought by a Mortgagor, guarantor,
or other obligor on the related note or any Affiliates thereof (each a “Borrower-Related Party”) against the Trust,
the Master Servicer and/or the Special Servicer or any predecessor master servicer or special servicer, and represent the interests of
the Trust in any litigation relating to the rights and obligations of the Trust, or of the Mortgagor or other Borrower-Related Party under
the related Mortgage Loan documents, or with respect to the related Mortgaged Property or other collateral securing such Mortgage Loan
(or Serviced Whole Loan), or otherwise with respect to the enforcement of the obligations of a Borrower-Related Party under the related
Mortgage Loan documents (“Trust-Related Litigation”). In the event that the Master Servicer is named in any Trust-Related
Litigation but the Special Servicer is not named in such Trust-Related Litigation (regardless of whether the Trust is named in such Trust-Related
Litigation), 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 Trust-Related Litigation. The Operating Advisor shall
not be required to review the actions of the Special Servicer with respect to Trust-Related Litigation unless such review is otherwise
related to the performance of the Operating Advisor’s duties, rights and obligations in respect of a Final Asset Status Report and/or
Asset Status Report.


(b)                                  To
the extent the Master Servicer is named in the Trust-Related Litigation, and neither the Trust nor the Special Servicer is named, in
order to effectuate the role of the Special Servicer as contemplated by the immediately preceding subsection, the Master Servicer shall
(i) provide quarterly status reports to the Special Servicer, regarding such Trust-Related Litigation; (ii) seek 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 Trust-Related Litigation, including but not limited to the selection of counsel; provided
that the Master Servicer shall have the right to engage separate counsel relating to claims against the Master Servicer to the extent
set forth in Section 3.32(e); and provided, however, that if there are claims against the Master Servicer and the
Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to
the Master Servicer.




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(c)                                   The Special Servicer shall not (i) undertake (or direct the Master Servicer to undertake) any material settlement of any Trust-Related
Litigation or (ii) initiate any material Trust-Related Litigation unless and until it has notified in writing the Directing Certificateholder
(only if the related Mortgage Loan is not an Excluded Loan and prior to the occurrence and continuance of a Consultation Termination
Event) (to the extent the identity of the Directing Certificateholder is actually known to the Special Servicer; provided that
the Special Servicer shall make due inquiry of the Certificate Administrator as to the identity of the Directing Certificateholder) and
the related holder of any Serviced Companion Loan (if such matter affects such related Serviced Companion Loan) (to the extent the identity
of the holder of such Serviced Companion Loan is actually known to the Special Servicer) and the Directing Certificateholder (only if
the related Mortgage Loan is not an Excluded Loan and prior to the occurrence and continuation of a Control Termination Event) has not
objected in writing within five (5) Business Days of having been notified thereof and having been provided with all information that
the Directing Certificateholder has reasonably requested with respect thereto promptly following its receipt of the subject notice (it
being understood and agreed that if such written objection has not been received by the Special Servicer within such 5 Business Day period,
then the Directing Certificateholder shall be deemed to have approved the taking of such action); provided that, if the Special
Servicer determines (consistent with the Servicing Standard) that immediate action is necessary to protect the interests of the Certificateholders
and, with respect to a Serviced Whole Loan, the related Companion Holders, the Special Servicer may take such action without waiting
for the Directing Certificateholder’s response.


(d)                                  Notwithstanding
the foregoing, neither the Special Servicer nor the Master Servicer shall follow any advice, direction or consultation provided by the
Directing Certificateholder or the holder of a Serviced Companion Loan (or any other party to this Agreement) that would require or cause
the Special Servicer or the Master Servicer, as applicable, to violate any applicable law, be inconsistent with the Servicing Standard,
require or cause the Special Servicer or the Master Servicer, as applicable, to violate provisions of this Agreement, require or cause
the Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan or Serviced Whole Loan, expose
any Certificateholder or any party to this Agreement or their Affiliates, officers, directors or agents to any claim, suit or liability,
cause any REMIC created hereunder to fail to qualify as a REMIC, 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 to represent the interests of the Trust in Trust-Related Litigation, and subject to the rights of the
Special Servicer to direct the Master Servicer’s actions in this Section 3.32, the Master Servicer shall retain the right
to make determinations relating to claims against the Master Servicer, including but not limited to the right to engage separate counsel
and to appear in any proceeding on its own behalf in such Master Servicer’s reasonable discretion, the cost of which shall be subject
to indemnification as and to the extent provided in this Agreement.


(f)                                     Further,
nothing in this section shall require the Master Servicer to take or fail to take any action which, in such Master Servicer’s good
faith and reasonable judgment, may




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(i) result in a violation of the REMIC Provisions
or (ii) subject such Master Servicer to liability or materially expand the scope of such Master Servicer’s obligations under this
Agreement.


(g)                                  Notwithstanding
the Master Servicer’s right to make determinations relating to claims against the Master Servicer, without the consent of 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 Trust-Related Litigation), provided that no such consent
is required if (A) 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, (B) the cost of such settlement
or any resulting judgment is and shall be paid by the Trust pursuant to the terms of this Agreement and payment of such cost or judgment
is provided for in this Agreement, (C) 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 Trust-Related Litigation and for any related
judgment, (D) any such 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 (E) the Special Servicer provides the Master Servicer with assurance reasonably
satisfactory to the Master Servicer as to the items in clauses (A), (B), (C) and (D).


(h)                                  In
the event both the Master Servicer and the Special Servicer or Trust are named in Trust-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 3.32.


This Section 3.32 shall
not apply in the event 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 Trust-Related Litigation on behalf of the Trust in accordance with the
Servicing Standard.


Notwithstanding the foregoing,
and subject to the requirements of the last sentence of Section 3.01(b) of this Agreement and subject to the power of attorney,
(i) in the event that any action, suit, litigation or proceeding names the Trustee, Certificate Administrator or Custodian, in its respective
individual capacity, or in the event that any judgment is rendered against the Trustee, Certificate Administrator or Custodian, in its
respective individual capacity, the Trustee, Certificate Administrator or Custodian, as applicable, upon prior written notice to the Master
Servicer or the Special Servicer, as the case may be, 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); (ii) in the
event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement
of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise relating to one
or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without the prior written
consent of the Trustee, Certificate Administrator or Custodian, as applicable, (A) initiate an action, suit, litigation or proceeding
in the name of the Trustee, Certificate Administrator or Custodian, as applicable, whether in such capacity or individually, (B) engage
counsel to represent the Trustee,




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Certificate Administrator or Custodian, as applicable,
(C) settle any claim giving rise to liability to the Trustee, Certificate Administrator or Custodian, as applicable, in its individual
capacity, or (D) 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 or Custodian, 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, the Certificate Administrator or the Custodian to grant such consent); and (iii)
in the event that any court finds that the Trustee, Certificate Administrator or Custodian, 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, Certificate
Administrator or Custodian, 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 or Custodian, as applicable, or
individually (but not to otherwise direct, manage or prosecute such litigation or claim); provided, however, that nothing
in this subsection shall be interpreted to preclude the Special Servicer (with respect to any material Trust-Related Litigation with respect
to any Mortgage Loan other than an Excluded Loan, with the consent or consultation of the Directing Certificateholder prior to the occurrence
and continuance of a Control Termination Event or Consultation Termination Event, respectively, to the extent required in Section 3.32(c),
respectively) from initiating any action, suit, litigation or proceeding in its name as representative of the Trustee of the Trust.


Notwithstanding the foregoing
or anything to the contrary in this Section, this Section shall not apply to any Trust-Related Litigation and shall have no force and
effect with respect thereto, in the event that either (i) at the time such Trust-Related Litigation is commenced or at any time during
the continuance of such Trust-Related Litigation, Rialto Capital Advisors, LLC is no longer the Special Servicer with respect to the related
Mortgage Loan or related Whole Loan or has received notice of its replacement as Special Servicer with respect to the related Mortgage
Loan or related Whole Loan, whether or not such replacement is effective, or (ii) the Depositor, any Sponsor, any Mortgage Loan Seller,
any Initial Purchaser, any Underwriter, or any of their respective affiliates is an adverse party (with respect to the Trust or the Special
Servicer) in such Trust-Related Litigation or holds any interest which is adverse to the Trust or the Special Servicer in the related
Mortgage Loan or related Whole Loan (or any portion thereof) or the related Mortgaged Property to which Trust-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 Trust-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 3.33       
Delivery of Excluded Information to the Certificate Administrator. Any Excluded Information that the Master Servicer, the
Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to the Certificate Administrator’s
Website shall be delivered to the Certificate Administrator via e-mail (or such




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other electronic means as is mutually acceptable
to the parties) in one or more separate files labeled “Excluded Information” followed by the applicable loan name and loan
file to cmbsexcludedinformation@wellsfargo.com. For the avoidance of doubt, any information that is not appropriately labeled and delivered
in accordance with this Section 3.33 shall not be separately posted as Excluded Information on the Certificate Administrator’s
Website, and any information appropriately labeled and delivered to the Certificate Administrator pursuant to this Section 3.33
shall be posted on the Certificate Administrator’s Website under the “Excluded Information” section, as provided under
Section 3.13. When so posted, the Excluded Controlling Class Holders shall be prohibited from the access of Excluded Information
with respect to any Excluded Loans on the Certificate Administrator’s Website (unless a loan-by-loan segregation is later
performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded Loans).
None of the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligations to separately label and deliver
any Excluded Information in accordance with this Section 3.33 until such party has received written notice with respect to the
related Excluded Loan in the form of Exhibit P-1E to this Agreement. Nothing set forth in this Agreement shall prohibit the
Directing Certificateholder or any Controlling Class Certificateholder from receiving, requesting or reviewing any Excluded Information
relating to any Excluded Loan with respect to which the Directing Certificateholder or such Controlling Class Certificateholder is not
a Borrower Party and, if such Excluded Information is not available to such Directing Certificateholder or Controlling Class Certificateholder
on the Certificate Administrator’s Website on account of it constituting Excluded Information, such Directing Certificateholder
or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded Loan shall be permitted to reasonably
request and obtain such information in accordance with Section 4.02(f) of this Agreement, and each of the Master Servicer and the
Special Servicer may require and rely on such certifications and other reasonable information prior to releasing any such information.


Section 3.34       
Certain Matters with Respect to Joint Mortgage Loans.


(a)                                   If
a Mortgage Loan Seller with respect to a Joint Mortgage Loan (a “Repurchasing Mortgage Loan Seller”) repurchases,
or substitutes for, the Mortgage Note(s) (as such term is defined in this Section 3.34(a)) (a “Repurchased Note”)
related to such Joint Mortgage Loan that it sold to the Depositor, but the other Mortgage Loan Seller with respect to such Joint Mortgage
Loan does not repurchase, or substitute for, the Mortgage Note(s) related to such Joint Mortgage Loan that it sold to the Depositor,
the provisions of this Section 3.34 shall apply prior to the adoption, pursuant to Section 13.01(l), of any amendment to
this Agreement that provides otherwise. Each Mortgage Loan Seller of a Joint Mortgage Loan has agreed pursuant to the terms of the related
Mortgage Loan Purchase Agreement that the terms set forth in this Section 3.34 with respect to the servicing and administration
of such Joint Mortgage Loan shall apply if one or more of the Mortgage Notes related to such Joint Mortgage Loan has been repurchased
or, by way of substitution, otherwise removed from the Trust and at least one other Mortgage Note related to such Joint Mortgage Loan
is included in the Trust until such time as all of the Mortgage Notes related to such Joint Mortgage Loan are no longer included in the
Trust. For purposes of this Section 3.34, Section 13.01(l) and Section 13.08(a) only, “Mortgage Note”
shall mean with respect to any Joint Mortgage Loan, each original promissory note that collectively represents the Mortgage Note (as
defined in Article I) with respect to such Joint Mortgage Loan and shall not be a collective reference to such promissory notes.




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(b)                                  Custody of and record title under the Mortgage Loan documents with respect to the applicable Joint Mortgage Loan shall be held
exclusively by the Custodian as provided under this Agreement, except that the Repurchasing Mortgage Loan Seller shall hold and retain
title to its original Repurchased Note(s) and any related endorsements thereof.


(i)                                      All
of the Mortgage Notes with respect to any Joint Mortgage Loan shall be of equal priority, and no portion of any Mortgage Note shall have
priority or preference over any other portion of the other Mortgage Notes or security therefor. Payments from the related Mortgagor (including,
without limitation, any Penalty Charges) or any other amounts received with respect to each Mortgage Note shall be collected as provided
in this Agreement by the Master Servicer and shall be applied upon receipt by the Master Servicer pro rata to each related Mortgage Note
based on its respective Mortgage Loan Seller Percentage Interest, subject to Section 3.34(b)(ii). Payments or any other amounts
received with respect to the related Repurchased Note shall be held in trust for the benefit of the applicable Repurchasing Mortgage
Loan Seller and remitted (net of its pro rata share of amounts payable at the Administrative Cost Rate and any other amounts due to the
Master Servicer or Special Servicer) to the applicable Repurchasing Mortgage Loan Seller or its designee by the Master Servicer on each
Distribution Date pursuant to instructions provided by the applicable Repurchasing Mortgage Loan Seller and deposited and applied in
accordance with this Agreement, subject to Section 3.34(b)(ii). If any Joint Mortgage Loan to which this Section 3.34 applies
becomes an REO Loan, payments or any other amounts received with respect to any such Joint Mortgage Loan shall be collected and shall
be applied upon receipt by the Master Servicer pro rata to each related Mortgage Note based on its respective Mortgage Loan Seller Percentage
Interest, subject to Section 3.34(b)(ii). Any Appraisal Reduction Amounts calculated with respect to any Joint Mortgage Loan subject
to this Section 3.34 shall be allocated to each related Mortgage Note, pro rata based upon the respective unpaid principal balances
thereof.


(ii)                                   If
the Master Servicer or the Special Servicer, as applicable, receives an aggregate payment of less than the aggregate amount due under
any such Joint Mortgage Loan at any particular time, the applicable Repurchasing Mortgage Loan Seller shall receive from the Master Servicer
an amount equal to its Mortgage Loan Seller Percentage Interest of such payment. All expenses, losses and shortfalls relating solely
to such Joint Mortgage Loan including, without limitation, losses of principal or interest, Nonrecoverable Advances, interest on Servicing
Advances, Special Servicing Fees, Workout Fees and Liquidation Fees (including any such fees related to the applicable Mortgage Notes),
shall be allocated between the holders of the related Mortgage Notes pro rata based upon the respective unpaid principal balances thereof.
In no event shall any costs, expenses, fees or any other amounts related to any Mortgage Loan or Joint Mortgage Loan other than the applicable
Joint Mortgage Loan be deducted from payments or any other amounts received with respect to such Joint Mortgage Loan and payable to the
applicable Repurchasing Mortgage Loan Seller.


(iii)                                A
Joint Mortgage Loan to which this Section 3.34 applies shall be serviced for the benefit of the applicable Repurchasing Mortgage
Loan Seller and the Certificateholders pursuant to the terms and conditions of this Agreement in accordance with the Servicing Standard
and in accordance with the provisions herein as if (A) such




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Joint Mortgage Loan were a Serviced Whole
Loan (and, if such Joint Mortgage Loan is part of a Serviced Whole Loan, such Joint Mortgage Loan shall continue to be serviced and administered
under the applicable Intercreditor Agreement), (B) the related Mortgage Note(s) not repurchased were (1) a Serviced Pari Passu Mortgage
Loan and (2) the only Mortgage Loan that is part of such Joint Mortgage Loan (or related Serviced Whole Loan), and (C) the related Repurchased
Note were a Serviced Pari Passu Companion Loan. No Repurchasing Mortgage Loan Seller shall be permitted to terminate the Master Servicer,
the Special Servicer or the Operating Advisor as servicer, special servicer or operating advisor, respectively, of the related Repurchased
Note. All rights of the mortgagee under each such Joint Mortgage Loan shall be exercised by the Master Servicer or the Special Servicer,
as applicable, on behalf of the Trust to the extent of its interest therein and the applicable Repurchasing Mortgage Loan Seller in accordance
with this Agreement.


(iv)                               The
related Repurchasing Mortgage Loan Seller shall be treated hereunder as if it were a Serviced Pari Passu Companion Loan holder on a pari
passu basis. Funds collected by the Master Servicer or the Special Servicer, as applicable, and applied to the applicable Mortgage
Notes shall be deposited and disbursed in accordance with the provisions hereof relating to holders of promissory notes comprising Serviced
Whole Loans that are pari passu in right of payment. Compensation shall be paid to the Master Servicer, the Special Servicer and the
Operating Advisor with respect to each Repurchased Note as provided in this Agreement as if each such Repurchased Note were a Serviced
Pari Passu Companion Loan. None of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer, the Special Servicer
or the Operating Advisor shall have any obligation to make P&I Advances with respect to any Repurchased Note or, if no related Mortgage
Note is part of the Trust, a Servicing Advance with respect to any Repurchased Note. Except as otherwise specified herein, the Master
Servicer and the Special Servicer shall have no reporting requirement with respect to any Repurchased Note other than to deliver to the
related Repurchasing Mortgage Loan Seller any document as is required to be delivered to a holder of a Serviced Pari Passu Companion
Loan hereunder.


(v)                                  Notwithstanding
any of the foregoing to the contrary, with respect to each Joint Mortgage Loan, the terms of the related Intercreditor Agreement shall
continue to apply to all of the Mortgage Notes comprising such Mortgage Loan, including any Repurchased Note.


(c)                                   If
any non-repurchased Mortgage Note relating to a Joint Mortgage Loan to which this Section 3.34 applies is a Specially Serviced
Loan, then any related Repurchased Note shall also be a Specially Serviced Loan under this Agreement. The Special Servicer shall cause
such related Repurchased Note to be specially serviced for the benefit of the applicable Repurchasing Mortgage Loan Seller in accordance
with the terms and provisions set forth in this Agreement and shall be entitled to any Special Servicing Fee, Workout Fee or Liquidation
Fee payable to the Special Servicer under this Agreement as with respect to a Serviced Pari Passu Companion Loan.


(d)                                  If
(A) the Master Servicer shall pay any amount to any Repurchasing Mortgage Loan Seller pursuant to the terms hereof in the belief or expectation
that a related payment has been made or will be received or collected in connection with any or all of the




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applicable Mortgage Notes and (B) such related
payment is not received or collected by the Master Servicer, then the applicable Repurchasing Mortgage Loan Seller shall promptly on demand
by the Master Servicer return such amount to the Master Servicer. If the Master Servicer determines at any time that any amount received
or collected by the Master Servicer in respect of any Joint Mortgage Loan to which this Section 3.34 applies must be returned to
the related Mortgagor or paid to any other person or entity pursuant to any insolvency law or otherwise, notwithstanding any other provision
of this Agreement, the Master Servicer shall not be required to distribute any portion thereof to the related Repurchasing Mortgage Loan
Seller, and such Repurchasing Mortgage Loan Seller shall promptly on demand by the Master Servicer repay (which obligation shall survive
the termination of this Agreement) any portion thereof that the Master Servicer shall have distributed to such Repurchasing Mortgage Loan
Seller, together with interest thereon at such rate, if any, as the Master Servicer may pay to the related Mortgagor or such other person
or entity with respect thereto.


(e)                                   Subject
to this Agreement (including, without limitation, the consent and consultation rights of the Directing Certificateholder and any consultation
rights of the Operating Advisor), the Master Servicer or the Special Servicer, as applicable, on behalf of the holders of any of the
Repurchased Notes, shall have the exclusive right and obligation to (i) administer, service and make all decisions and determinations
regarding the related Joint Mortgage Loan and (ii) enforce the applicable Mortgage Loan documents as provided hereunder. Without limiting
the generality of the preceding sentence, the Master Servicer or the Special Servicer, as applicable, may agree to any modification,
waiver or amendment of any term of, forgive interest on and principal of, capitalize interest on, permit the release, addition or substitution
of collateral securing, and/or permit the release of the related Mortgagor on or any guarantor of any Joint Mortgage Loan it is required
to service and administer as contemplated by this Section 3.34, without the consent of the related Repurchasing Mortgage Loan
Seller, subject, however, to the terms of this Agreement as they pertain to a Serviced Pari Passu Companion Loan.


(f)                                     In
taking or refraining from taking any action permitted hereunder, the Master Servicer and the Special Servicer shall each be subject to
the same degree of care with respect to the administration and servicing of the Joint Mortgage Loans to which this Section 3.34
applies as is consistent with this Agreement and shall be liable to any Repurchasing Mortgage Loan Seller only to the same extent as
set forth herein with respect to any holder of a Serviced Pari Passu Companion Loan.


(g)                                  If
the Trustee, the Master Servicer or the Special Servicer has made a Servicing Advance with respect to any Repurchased Note which would
otherwise be reimbursable to such advancing party under this Agreement, and such Advance is determined to be a Nonrecoverable Advance,
the applicable Repurchasing Mortgage Loan Seller shall reimburse the Trust in an amount equal to such Repurchasing Mortgage Loan Seller’s
Mortgage Loan Seller Percentage Interest of such Nonrecoverable Advance with interest thereon. Notwithstanding the foregoing, the applicable
Repurchasing Mortgage Loan Seller shall not be obligated to reimburse the Trustee, the Master Servicer or the Special Servicer (and amounts
due to the applicable Repurchasing Mortgage Loan Seller shall not be offset) for Advances or interest thereon or any amounts related
to any Mortgage Loans or any other Joint Mortgage Loan other than such amounts relating to the applicable Repurchased Note. To the extent
that the applicable Repurchasing Mortgage Loan Seller reimburses any such Nonrecoverable Advances and such amounts are




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subsequently recovered, the applicable Repurchasing
Mortgage Loan Seller shall receive a reimbursement from such recovery based on its Mortgage Loan Seller Percentage Interest of such recovery.
This reimbursement right shall not limit the Trustee’s, the Master Servicer’s or the Special Servicer’s rights to reimbursement
under this Agreement. Notwithstanding anything to the contrary contained herein, the total liability of each Repurchasing Mortgage Loan
Seller shall not exceed an amount equal to its Mortgage Loan Seller Percentage Interest of the amount to be reimbursed.


(h)                                  Each
Repurchasing Mortgage Loan Seller shall have the right to assign the related Repurchased Note; provided that the assignee of the related
Repurchased Note shall agree in writing to be bound by the terms of this Agreement.


(i)                                      The
Master Servicer and the Special Servicer shall, in connection with their servicing and administrative duties under this Agreement, exercise
efforts consistent with the Servicing Standard to execute and deliver, on behalf of each Repurchasing Mortgage Loan Seller as a holder
of a pari passu interest in the applicable Joint Mortgage Loan, any and all financing statements, continuation statements and other documents
and instruments necessary to maintain the lien created by any Mortgage or other security document related to the applicable Joint Mortgage
Loan on the related Mortgaged Property and related collateral, any and all modifications, waivers, amendments or consents to or with
respect to the related Joint Mortgage Loan documents, and any and all instruments of satisfaction or cancellation, or of full release
or discharge, and all other comparable instruments with respect to the related Repurchased Note or related Repurchased Notes and the
related Mortgaged Property all in accordance with, and subject to, the terms of this Agreement. Each Repurchasing Mortgage Loan Seller
agrees to furnish, or cause to be furnished, to the Master Servicer and the Special Servicer any powers of attorney or other documents
necessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative
duties under this Agreement related to the applicable Joint Mortgage Loan; provided that such Repurchasing Mortgage Loan Seller
shall not be liable, and shall be indemnified by the Master Servicer or the Special Servicer, as applicable, for any negligence with
respect to, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer, as the case may be; and further
provided that the Master Servicer or the Special Servicer, without the written consent of the applicable Repurchasing Mortgage Loan Seller,
shall not initiate any action in the name of such Repurchasing Mortgage Loan Seller without indicating its representative capacity or
take any action with the intent to cause and that actually causes, such Repurchasing Mortgage Loan Seller to be registered to do business
in any state.


(j)                                      Pursuant
to the related Mortgage Loan Purchase Agreement, the applicable Repurchasing Mortgage Loan Seller is required to deliver to the Master
Servicer or the Special Servicer, as applicable, the Mortgage Loan documents related to the applicable Repurchased Note, any requests
for release and any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s
sale in respect of the related Mortgaged Property or to any




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legal action or to enforce any other remedies
or rights provided by the Mortgage Note(s) or the Mortgage(s) or otherwise available at law or equity with respect to the related Repurchased
Note.


[End of Article III]


ARTICLE
IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


Section 4.01       
Distributions.     Distributions of Available Funds. On each Distribution Date, to the extent of the Available Funds
for such Distribution Date, the Certificate Administrator shall be deemed to transfer the Lower-Tier Distribution Amount from the
Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account in the amounts and priorities set forth in
Section 4.01(c) with respect to each Class of Lower-Tier Regular Interests, and immediately thereafter, shall make distributions
thereof from the Upper-Tier REMIC Distribution Account in the following order of priority, satisfying in full, to the extent required
and possible, each priority before making any distribution with respect to any succeeding priority:


(i)                                       first,
to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A and Class X-D Certificates,
pro rata (based upon their respective entitlements to interest for such Distribution Date), in respect of interest, up to an amount
equal to the aggregate Interest Distribution Amount in respect of such Classes of Certificates;


(ii)                                   second,
to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates in reduction
of the Certificate Balances thereof: (I) prior to the Cross-Over Date: (1) first, to the Holders of the Class
A-SB Certificates, up to an amount equal to the Principal Distribution Amount, until the outstanding Certificate Balance of the Class
A-SB Certificates has been reduced to the Class A-SB Planned Principal Balance for such Distribution Date; (2) second,
to the Holders of the Class A-1 Certificates, up to an amount equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions specified in sub-clause (1) above have been made on such Distribution Date), until
the outstanding Certificate Balance of the Class A-1 Certificates has been reduced to zero; (3) third, to the Holders
of the Class A-2 Certificates up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining
after any distributions specified in sub-clauses (1) and (2) above have been made on such Distribution Date),
until the outstanding Certificate Balance of the Class A-2 Certificates has been reduced to zero; (4) fourth, to the
Holders of the Class A-3 Certificates up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining
after any distributions specified in sub-clauses (1), (2) and (3) above have been made on such Distribution
Date), until the outstanding Certificate Balance of the Class A-3 Certificates has been reduced to zero; (5) fifth,
to the Holders of the Class A-4 Certificates up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining
after any distributions specified in sub-clauses (1), (2), (3) and (4) above have been made on
such Distribution Date), until the outstanding Certificate Balance of the Class A-4 Certificates has been reduced to zero; (6) sixth,
to the Holders of the Class A-5 Certificates, up to an amount equal to the Principal Distribution Amount (or the portion




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thereof remaining after any distributions
specified in sub-clauses (1), (2), (3), (4) and (5) above have been made on such Distribution
Date), until the outstanding Certificate Balance of the Class A-5 Certificates has been reduced to zero; and (7) seventh, to
the Holders of the Class A-SB Certificates, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining
after any distributions specified in sub-clauses (1), (2), (3), (4), (5) and (6) above
have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-SB Certificates has been reduced
to zero; and (II) on or after the Cross-Over Date, to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and
Class A-SB Certificates, pro rata (based on their respective Certificate Balances) up to an amount equal to the Principal Distribution
Amount for such Distribution Date, until the Certificate Balance of each of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5 and Class A-SB Certificates is reduced to zero, without regard to the Class A-SB Planned Principal Balance;


(iii)                                third,
to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates, first up
to an amount equal to, and pro rata (based upon the aggregate unreimbursed Realized Losses previously allocated to each such Class)
with, the aggregate unreimbursed Realized Losses previously allocated to each such Class, then up to an amount equal to all accrued
and unpaid interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class until the date such Realized Loss is reimbursed;


(iv)                                fourth,
to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates;


(v)                                   fifth,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates
have been reduced to zero, to the Holders of the Class A-S Certificates, in reduction of the Certificate Balance thereof, up to an
amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates on such Distribution Date), until the outstanding
Certificate Balance of the Class A-S Certificates has been reduced to zero;


(vi)                                sixth,
to the Holders of the Class A-S Certificates, first up to an amount equal to the aggregate unreimbursed Realized Losses previously
allocated to such Class, then up to an amount equal to all accrued and unpaid interest on that amount at the Pass-Through
Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized
Loss is reimbursed;


(vii)                            seventh,
to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in respect
of such Class of Certificates;


(viii)                         eighth,
after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Holders of the Class B Certificates, in
reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion




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thereof remaining after any distributions
in respect of the Class A Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class B Certificates
has been reduced to zero;


(ix)                                 ninth,
to the Holders of the Class B Certificates, first up to an amount equal to the aggregate unreimbursed Realized Losses previously
allocated to such Class, then up to an amount equal to all accrued and unpaid interest on that amount at the Pass-Through
Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized
Loss is reimbursed;


(x)                                    tenth,
to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in respect
of such Class of Certificates;


(xi)                                 eleventh,
after the Certificate Balances of the Class A and Class B Certificates have been reduced to zero, to the Holders of the Class C Certificates,
in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining
after any distributions in respect of the Class A and Class B Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class C Certificates has been reduced to zero;


(xii)                              twelfth,
to the Holders of the Class C Certificates, first up to an amount equal to the aggregate unreimbursed Realized Losses previously
allocated to such Class, then up to an amount equal to all accrued and unpaid interest on that amount at the Pass-Through
Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized
Loss is reimbursed;


(xiii)                           thirteenth,
to the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in respect
of such Class of Certificates;


(xiv)                           fourteenth,
after the Certificate Balances of the Class A, Class B and Class C Certificates have been reduced to zero, to the Holders of the Class
D Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion
thereof remaining after any distributions in respect of the Class A, Class B and Class C Certificates on such Distribution Date), until
the outstanding Certificate Balance of the Class D Certificates has been reduced to zero;


(xv)                              fifteenth,
to the Holders of the Class D Certificates, first up to an amount equal to the aggregate unreimbursed Realized Losses previously
allocated to such Class, then up to an amount equal to all accrued and unpaid interest on that amount at the Pass-Through
Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized
Loss is reimbursed;


(xvi)                          sixteenth,
to the Holders of the Class E-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in respect
of such Class of Certificates;




    		-300-	 



    


    

(xvii)                       seventeenth, after the Certificate Balances of the Class A, Class B, Class C and Class D Certificates have been reduced
to zero, to the Holders of the Class E-RR Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the
Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A, Class B, Class C and
Class D Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class E-RR Certificates has been reduced
to zero;


(xviii)                    eighteenth,
to the Holders of the Class E-RR Certificates, first up to an amount equal to the aggregate unreimbursed Realized Losses previously
allocated to such Class, up to an amount equal to all accrued and unpaid then interest on that amount at the Pass-Through
Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized
Loss is reimbursed;


(xix)                            nineteenth,
to the Holders of the Class F-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in respect
of such Class of Certificates;


(xx)                               twentieth,
after the Certificate Balances of the Class A, Class B, Class C, Class D and Class E-RR Certificates have been reduced to zero, to the
Holders of the Class F-RR Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount (or the portion thereof remaining after any distributions in respect of the Class A, Class B, Class C, Class D and Class E-RR
Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class F-RR Certificates has been reduced to
zero;


(xxi)                            twenty-first,
to the Holders of the Class F-RR Certificates, first up to an amount equal to the aggregate unreimbursed Realized Losses previously
allocated to such Class, then up to an amount equal to all accrued and unpaid interest on that amount at the Pass-Through
Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized
Loss is reimbursed;


(xxii)                         twenty-second,
to the Holders of the Class G-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in respect
of such Class of Certificates;


(xxiii)                      twenty-third,
after the Certificate Balances of the Class A, Class B, Class C, Class D, Class E-RR and Class F-RR Certificates have been reduced to
zero, to the Holders of the Class G-RR Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal
Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A, Class B, Class C, Class D, Class
E-RR and Class F-RR Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class G-RR Certificates
has been reduced to zero;


(xxiv)                     twenty-fourth,
to the Holders of the Class G-RR Certificates, first up to an amount equal to the aggregate unreimbursed Realized Losses previously
allocated to such Class, then up to an amount equal to all accrued and unpaid interest on that amount at the




    		-301-	 



    


    

Pass-Through Rate for such Class
compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;


(xxv)                        twenty-fifth,
to the Holders of the Class H-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in respect
of such Class of Certificates;


(xxvi)                     twenty-sixth,
after the Certificate Balances of the Class A, Class B, Class C, Class D, Class E-RR, Class F-RR and Class G-RR Certificates have been
reduced to zero, to the Holders of the Class H-RR Certificates, in reduction of the Certificate Balance thereof, up to an amount equal
to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A, Class B, Class
C, Class D, Class E-RR, Class F-RR and Class G-RR Certificates on such Distribution Date), until the outstanding Certificate Balance
of the Class H-RR Certificates has been reduced to zero;


(xxvii)                  twenty-seventh,
to the Holders of the Class H-RR Certificates, first up to an amount equal to the aggregate unreimbursed Realized Losses previously
allocated to such Class, then up to an amount equal to all accrued and unpaid interest on that amount at the Pass-Through
Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized
Loss is reimbursed;


(xxviii)               twenty-eighth,
to the Holders of the Class J-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in respect
of such Class of Certificates;


(xxix)                       twenty-ninth,
after the Certificate Balances of the Class A, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR and Class H-RR Certificates
have been reduced to zero, to the Holders of the Class J-RR Certificates, in reduction of the Certificate Balance thereof, up to an amount
equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A, Class
B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR and Class H-RR Certificates on such Distribution Date), until the outstanding
Certificate Balance of the Class J-RR Certificates has been reduced to zero;


(xxx)                          thirtieth,
to the Holders of the Class J-RR Certificates, first up to an amount equal to the aggregate unreimbursed Realized Losses previously
allocated to such Class, then up to an amount equal to all accrued and unpaid interest on that amount at the Pass-Through
Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized
Loss is reimbursed; and


(xxxi)                       thirty-first,
to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any, of the Available Funds remaining
in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


If, in connection with any
Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on the receipt of
payments as of the Determination Date and additional Periodic Payments, Balloon Payments or unscheduled principal payments are subsequently
received by the Master Servicer and required to be part of the




    		-302-	 



    


    

Available Funds for such Distribution Date,
the Master Servicer shall promptly notify the Certificate Administrator and the Certificate Administrator will use commercially reasonable
efforts to cause DTC to make the revised distribution on a timely basis on such Distribution Date. None of the Master Servicer, the Special
Servicer or the Certificate Administrator shall be liable or held responsible for any resulting delay in the making of such distribution
to Certificateholders solely on the basis of the actions described in the preceding sentence.


(b)                                  [RESERVED].


(c)                                   On
each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or reimbursement
of Realized Losses in an amount equal to the amount of principal or reimbursement of Realized Losses actually distributable to the Holders
of the respective Related Certificates as provided in Section 4.01(a), Section 4.01(d), Section 4.01(g) and Section
4.01(k) such that at all times the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests is equal to
the Certificate Balance of the Class of Related Certificates. On each Distribution Date, each Lower-Tier Regular Interest shall be
deemed to receive distributions in respect of interest in an amount equal to the Interest Distribution Amount, in respect of its Related
Certificates, plus a pro rata portion of the Interest Distribution Amount in respect of (i) in the case of the Class LA1,
Class LA2, Class LA3, Class LA4, Class LA5, Class LASB and Class LAS Uncertificated Interests, the Class X-A Certificates, and (ii)
in the case of the Class LD Uncertificated Interest, the Class X-D Certificates, in each case, computed based on an interest rate equal
to the excess of the Weighted Average Net Mortgage Rate over the Pass-Through Rate of the Related Certificates and a Notional Amount
equal to its related Lower-Tier Principal Amount, in each case to the extent actually distributable thereon as provided in Section
4.01(a). Amounts distributable pursuant to this paragraph are referred to herein collectively as the “Lower-Tier Distribution
Amount”, and shall be made by the Certificate Administrator by deeming such Lower-Tier Distribution Amount to be withdrawn
from the Lower-Tier REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution Account.


As of any date, the principal
balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates with respect thereto,
as adjusted for the allocation of Realized Losses, as provided in Sections 4.04(b) and 4.04(c). The initial principal
balance of each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier Principal Amount. The pass-through
rate with respect to each Lower-Tier Regular Interest shall be the rate per annum set forth in the Preliminary Statement hereto.


Any amount that remains in
the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution Amount and
distribution of Prepayment Premiums and Yield Maintenance Charges pursuant to Section 4.01(f) shall be distributed to the Holders
of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Available Funds for such Distribution Date
remaining in the Lower-Tier REMIC Distribution Account, if any).


(d)                                  So
long as the Certificate Balance of any Class of Certificates has been reduced to zero, such Class shall not be entitled to any further
distributions in respect of interest




    		-303-	 



    


    

or principal other than reimbursement of Realized
Losses (with interest as provided herein) and other amounts provided for in this Section 4.01.


(e)                                   [RESERVED].


(f)                                     On
each Distribution Date, Prepayment Premiums and Yield Maintenance Charges, if any, collected in respect of any Mortgage Loan or REO Loan
during the related Collection Period, in each case net of any Liquidation Fees or Workout Fees payable therefrom, shall be distributable
as follows: (i) to each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class
B, Class C, Class D and Class E-RR Certificates, the product of (A) such Yield Maintenance Charge or Prepayment Premium, (B) the
related Base Interest Fraction for such Class of Certificates, and (C) a fraction, the numerator of which is equal to the amount
of principal distributed to such Class of Certificates for that Distribution Date, and the denominator of which is the total amount of
principal distributed to all Principal Balance Certificates for that Distribution Date, (ii) to the Class X-A Certificates,
the excess, if any, of (A) the product of (I) such Yield Maintenance Charge or Prepayment Premium and (II) a fraction,
the numerator of which is equal to the amount of principal distributed to the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-SB and Class A-S Certificates for that Distribution Date, and the denominator of which is the total amount of principal
distributed to all Principal Balance Certificates for that Distribution Date, over (B) the amount of such Yield Maintenance Charge
or Prepayment Premium distributed to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB and Class A-S
Certificates as described above, and (iii) to the Class X-D Certificates, any remaining portion of such Yield Maintenance
Charge or Prepayment Premium not distributed as described above.


For purposes of the first
paragraph of this Section 4.01(f), the relevant “Base Interest Fraction” in connection with any Principal Prepayment
of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium, and with respect to any Class
of Principal Balance Certificates, shall be a fraction (A) the numerator of which is the greater of (x) zero and (y) the
difference between (i) the Pass-Through Rate on such Class for the related Distribution Date, and (ii) the applicable Discount
Rate and (B) the denominator of which is the difference between (i) the Mortgage Rate on such Mortgage Loan and (ii) the
applicable Discount Rate; provided that: (a) under no circumstances shall the Base Interest Fraction be greater than 1.0;
(b) if the applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage Loan and is greater than or equal
to the Pass-Through Rate on such Class for the related Distribution Date, then the Base Interest Fraction shall equal zero; and (c) if
the applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage Loan and is less than the Pass-Through
Rate on such Class for the related Distribution Date, then the Base Interest Fraction shall be equal to 1.0. If a Mortgage Loan provides
for a step-up in the Mortgage Rate, then the Mortgage Rate used in the determination of the Base Interest Fraction shall be the Mortgage
Rate in effect at the time of the prepayment.


For purposes of the preceding
paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium or Yield Maintenance Charge collected
on any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall be a rate per annum equal to (i) if
a discount rate was used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the terms of
the relevant Mortgage Loan or REO Loan, as




    		-304-	 



    


    

the case may be, such discount rate (as reported
by the Master Servicer), converted (if necessary) to a monthly equivalent yield, or (ii) if a discount rate was not used in the calculation
of the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan, as the
case may be, the yield calculated by the linear interpolation of the yields as reported under the heading “U.S. Government Securities/Treasury
Constant Maturities” in Federal Reserve Statistical Release H.15 (519) published by the Federal Reserve Board for the week
most recently ended before the date of the relevant prepayment (or deemed prepayment) of U.S. Treasury constant maturities with a
maturity date, one longer and one shorter, most nearly approximating the related stated Maturity Date, such interpolated treasury yield
converted to a monthly equivalent yield. If Federal Reserve Statistical Release H.15 (519) is no longer published, the Master Servicer
shall select a comparable publication as the source of the applicable yields of U.S. Treasury constant maturities.


No Yield Maintenance Charge
or Prepayment Premium shall be distributed to the Holders of the Class F-RR, Class G-RR, Class H-RR, Class J-RR or Class R Certificates.


All distributions of Yield
Maintenance Charges and Prepayment Premiums made on each Distribution Date pursuant to this Section 4.01(f) shall first
be deemed to be distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Lower-Tier Regular Interests,
pro rata based upon the amount of principal distributed in respect of each such Class of Lower-Tier Regular Interests for such
Distribution Date pursuant to Section 4.01(c) above.


(g)                                  [RESERVED].


(h)                                  On
each Distribution Date, the Certificate Administrator shall withdraw amounts from the Gain-on-Sale Reserve Account (other than amounts
with respect to a Non-Serviced Mortgage Loan) and shall distribute such amounts to reimburse the Holders of the Certificates (in order
of their principal distribution priority) (first deeming such amounts to be distributed with respect to the Related Lower-Tier Regular
Interests) up to an amount equal to all Realized Losses, if any, previously deemed allocated to them and unreimbursed after application
of the Available Funds for such Distribution Date pursuant to Section 4.01(a). Amounts paid from the Gain-on-Sale Reserve
Account shall not reduce the Certificate Balances of the Classes of Certificates receiving such distributions. Any amounts remaining
in the Gain-on-Sale Reserve Account after such distributions shall be applied to offset future Realized Losses with respect to the Principal
Balance Certificates. Upon termination of the Trust, any amounts remaining in the Gain-on-Sale Reserve Account shall be distributed
on the final Distribution Date to the Holders of the Class R Certificates from the Lower-Tier REMIC in respect of the Class LR
Interest.


(i)                                      All
distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata among the
outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically provided in Sections 4.01(j),
Section 4.01(k) and 9.01, all such distributions with respect to each Class on each Distribution Date shall be made to
the Certificateholders of the respective Class of record at the close of business on the related Record Date and shall be made by wire
transfer of immediately available funds to the account of any such Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Certificate Administrator with wiring instructions no less than five (5) Business
Days prior to the related




    		-305-	 



    


    

Record Date (which wiring instructions may
be in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate (determined without regard to any possible future
reimbursement of Realized Losses previously allocated to such Certificate) shall be made in like manner, but only upon presentation and
surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders
of such final distribution.


Each distribution with respect
to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible for crediting
the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository
Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect participating
brokerage firm (a “brokerage firm” or “indirect participating firm”) for which it acts as agent. Each brokerage
firm shall be responsible for disbursing funds to the Certificate Owners that it represents. None of the Trustee, the Certificate Administrator,
the Certificate Registrar, the Depositor, the Master Servicer, the Special Servicer or the Underwriters shall have any responsibility
therefor except as otherwise provided by this Agreement or applicable law.


(j)                                      Except
as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution with respect
to any Class of Certificates (determined without regard to any possible future reimbursement of any amount of Realized Losses previously
allocated to such Class of Certificates) will be made on the next Distribution Date, the Certificate Administrator shall, no later than
the related P&I Advance Determination Date, post on the Certificate Administrator’s Website pursuant to Section 3.13(b)
a notice in electronic format to the effect that:


(i)                                      the
Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made on such Distribution
Date but, only upon presentation and surrender of such Certificates at the offices of the Certificate Registrar or such other location
therein specified; and


(ii)                                   no
interest shall accrue on such Certificates from and after such Distribution Date.


Any funds not distributed to any Holder or
Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates
shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering
Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(j) shall not have been surrendered
for cancellation within six (6) months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the
final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered
for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering
Certificateholders concerning the surrender of their Certificates as it shall deem appropriate, subject to applicable law with respect
to escheatment of funds. The costs and




    		-306-	 



    


    

expenses of holding such funds in trust and
of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust hereunder
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 4.01(j).


(k)                                   Distributions
in reimbursement Realized Losses previously allocated to the Regular Certificates shall be made in the amounts and manner specified in
(a), Section 4.01(c) or Section 4.01(d), as applicable, to the Holders of the respective Class otherwise entitled
to distributions of interest and principal on such Class on the relevant Distribution Date; provided that all distributions in
reimbursement of Realized Losses previously allocated to a Class of Certificates which has since been retired shall be to the prior Holders
that surrendered the Certificates of such Class upon retirement thereof and shall be made by check mailed to the address of each such
prior Holder last shown in the Certificate Register. Notice of any such distribution to a prior Holder shall be made in accordance with
Section 13.05 at such last address. The amount of the distribution to each such prior Holder shall be based upon the aggregate
Percentage Interest evidenced by the Certificates surrendered thereby. If the check mailed to any such prior Holder is returned uncashed,
then the amount thereof shall be set aside and held uninvested in trust for the benefit of such prior Holder, and the Certificate Administrator
shall attempt to contact such prior Holder in the manner contemplated by Section 4.01(j) as if such Holder had failed to surrender
its Certificates.


(l)                                      [RESERVED.]


(m)                                On
each Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make withdrawals
and payments from the Companion Distribution Account for each Companion Loan in the following order of priority:


(i)                                  to
pay to the Master Servicer for deposit into the Collection Account, as applicable, any amounts deposited by the Master Servicer in the
Companion Distribution Account not required to be deposited therein;


(ii)                               to
the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee or the Certificate
Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable or reimbursable to any
such Person pursuant to Section 8.05, to the extent that any such amounts relate solely to a Serviced Whole Loan related to such
Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related Intercreditor Agreement;


(iii)                            to
pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related Companion Holder,
in accordance with the related Intercreditor Agreement; and




    		-307-	 



    


    

(iv)                           to clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


All distributions from the
Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related Companion Holder by wire
transfer in immediately available funds on each Serviced Whole Loan Remittance Date (and on each additional date required by this Agreement
or the related Intercreditor Agreement) to the account of such Companion Holder or an agent therefor appearing on the Serviced Companion
Noteholder Register on the related Record Date (or, if no such account so appears or information relating thereto is not provided at least
five Business Days prior to the related Record Date, by check sent by first class mail to the address of such Companion Holder or its
agent appearing on the Serviced Companion Noteholder Register). Any such account shall be located at a commercial bank in the United States.


On the final Remittance Date,
the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate Administrator who shall distribute to the
Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing and that were transferred from the
Loss of Value Reserve Fund to the Collection Account on the immediately preceding Remittance Date.


Section 4.02       
Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney. (a) On
each Distribution Date, the Certificate Administrator shall make available pursuant to Section 3.13(b) on the Certificate Administrator’s
Website to any Privileged Person a statement (substantially in the form set forth as Exhibit G hereto and based in part upon
information supplied to the Certificate Administrator in the related CREFC® Investor Reporting Package in accordance with
CREFC® guidelines) as to the distributions made on such Distribution Date (each, a “Distribution Date Statement”)
which shall include:


(i)                                      the
amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the Certificate Balance
thereof;


(ii)                                   the
aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including the previous
Distribution Date to and including such Distribution Date and details of P&I Advances as of the P&I Advance Date;


(iii)                                the
aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the Master Servicer
and the Special Servicer, compensation paid to the Operating Advisor, compensation paid to the Asset Representations Reviewer and CREFC®
Intellectual Property Royalty License Fees paid to CREFC®, in each case, with respect to the Collection Period for
such Determination Date together with detailed calculations of servicing compensation paid to the Master Servicer and the Special Servicer;




    		-308-	 



    


    

(iv)                               the aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans, outstanding
immediately before and immediately after such Distribution Date;


(v)                                  the
aggregate amount of unscheduled payments received;


(vi)                               the
number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate of
the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period for such Distribution
Date;


(vii)                            the
number and aggregate principal balance of the Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days,
(C) delinquent 90 days to 120 days, (D) current but specially serviced or in foreclosure but not an REO Property
and (E) for which the related Mortgagor is subject to oversight by a bankruptcy court;


(viii)                         the
value of any REO Property (and, with respect to any Serviced Whole Loan, the Trust’s interest therein) included in the Trust Fund
as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based on the most recent
Appraisal or valuation;


(ix)                                 the
Available Funds for such Distribution Date;


(x)                                    the
Interest Distribution Amount, Interest Accrual Amount and Interest Shortfall in respect of such Class of Certificates for such Distribution
Date, separately identifying any Interest Distribution Amount, Interest Accrual Amount or Interest Shortfall, for such Distribution Date
allocated to such Class of Certificates;


(xi)                                 the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable to Prepayment Premiums
and Yield Maintenance Charges;


(xii)                              the Pass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution Date;


(xiii)                           the
Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date, with respect to
the pool of Mortgage Loans;


(xiv)                          the
Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately after such
Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss on such Distribution
Date and the aggregate amount of all reductions as a result of allocations of Realized Losses in respect of the Principal Balance Certificates
to date;


(xv)                             the
Certificate Factor for each Class of Certificates (other than the Class R Certificates) immediately following such Distribution Date;




    		-309-	 



    


    

(xvi)                          the amount of any Cumulative Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount
allocable to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan
basis and the total Cumulative Appraisal Reduction Amount effected in connection with such Distribution Date;


(xvii)                       the
current Controlling Class;


(xviii)                    the
number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination Date (or in the
case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


(xix)                            a
loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment occurring;


(xx)                               a
loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case of the first
Distribution Date, as of the Cut-off Date);


(xxi)                            all
deposits into, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;


(xxii)                         in
the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Section 4.01(a), Section
4.01(c), Section 4.01(d) and Section 4.01(g);


(xxiii)                      the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of previously allocated
Realized Losses;


(xxiv)                     the
aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination Date, with
respect to the pool of Mortgage Loans;


(xxv)                        with
respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in the case of the first
Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment in full), (A) the
loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with such Liquidation
Event (separately identifying the portion thereof allocable to distributions on the Certificates) and (C) the amount of any Realized
Loss allocated to the Principal Balance Certificates in connection with such Liquidation Event;


(xxvi)                     with
respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein) included
in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all payments or recoveries
with respect to the Mortgaged Property have been ultimately




    		-310-	 



    


    

recovered since the previous Determination
Date, (A) the loan number of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received
in connection with that determination (separately identifying the portion thereof allocable to distributions on the Certificates) and
(C) the amount of any Realized Loss allocated to the Principal Balance Certificates in respect of the related REO Loan in connection
with that determination;


(xxvii)                  the
aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination Date (or
in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


(xxviii)               [RESERVED];


(xxix)                       the
then-current credit support levels for each Class of Certificates;


(xxx)                          the
aggregate amount of Prepayment Premiums and Yield Maintenance Charges on the Mortgage Loans (each separately identified) collected since
the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


(xxxi)                       a
loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


(xxxii)                    a
loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan by the
applicable Mortgage Loan Seller; and


(xxxiii)                 an
itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates, which information
will be provided to the Certificate Administrator by the Master Servicer.


In the case of information
furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii), (xxiv) and (xxv)
above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable Class and per Definitive
Certificate.


The Certificate Administrator
has not obtained and shall not be deemed to have obtained actual knowledge of any information only by virtue of its receipt and posting
of such information to the Certificate Administrator’s Website or filing such information pursuant to this Agreement, including,
but not limited to, filing via the EDGAR system, unless the Certificate Administrator has an explicit obligation to review or prepare
such information.


Within a reasonable period
of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during the calendar
year was a Holder of a Certificate, a statement containing the information set forth in clauses (i) and (x) above as
to the applicable Class, aggregated for such calendar year or applicable portion thereof during which person was a Certificateholder,
together with such other information as the Certificate Administrator deems necessary or desirable, or that a Certificateholder or Certificate
Owner reasonably requests, to enable Certificateholders to prepare their tax returns for such calendar year. Such obligation of the Certificate
Administrator shall be deemed to have been




    		-311-	 



    


    

satisfied to the extent that substantially
comparable information shall be provided by the Certificate Administrator pursuant to any requirements of the Code as from time to time
are in force.


Upon receipt of an Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b), the Certificate
Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for such period in which
such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the Certificate Administrator’s
Website not later than two (2) Business Days after receipt of such Asset Review Report Summary from the Asset Representations Reviewer.


(b)                                  [RESERVED].


(c)                                   Each
of the Master Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media, bulletin board
service or Internet website (in addition to making information available as provided herein) any reports or other information the Master
Servicer or the Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement, the Rating Agencies
or any Certificateholder or any prospective Certificateholder that has provided the Master Servicer or the Special Servicer, as applicable,
with an Investor Certification or has executed a “click-through” confidentiality agreement in accordance with Section
3.13 (which may be a licensed or registered investment advisor) to the extent such action does not conflict with the terms of this
Agreement (including without limitation, any requirements to keep Privileged Information confidential), the terms of the Mortgage Loans
or applicable law. Notwithstanding this paragraph, the availability of such information or reports on the Internet or similar electronic
media shall not be deemed to satisfy any specific delivery requirements in this Agreement except as set forth herein. In connection with
providing access to the Master Servicer’s Internet website or Special Servicer’s Internet website, the Master Servicer or
the Special Servicer, as applicable, shall take reasonable measures to ensure that only such parties listed above may access such information
including, without limitation, requiring registration, a confidentiality agreement and acceptance of a disclaimer. Neither the Master
Servicer nor the Special Servicer, as the case may be, shall be liable for dissemination of this information in accordance with this
Agreement, and neither the Master Servicer nor the Special Servicer shall be responsible for any information delivered, produced, or
made available pursuant to Section 3.13 and Section 4.02(a), other than information produced by the Master Servicer or
the Special Servicer, as applicable; provided that such information otherwise meets the requirements set forth herein with respect
to the form and substance of such information or reports. The Master Servicer shall be entitled to attach to any report provided pursuant
to this subsection, any reasonable disclaimer with respect to information provided, or any assumptions required to be made by such report.


The Special Servicer shall
from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the Master Servicer with such information
in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary for the Master Servicer to prepare each
report and any supplemental information to be provided by the Master Servicer to the Certificate Administrator. None of the Certificate
Administrator, the Trustee or the Depositor shall have any obligation to recompute, verify or recalculate the information provided thereto
by the Master Servicer. Unless the Certificate Administrator has actual knowledge that any report or file received from the Master Servicer
contains erroneous




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information, the Certificate Administrator
is authorized to rely thereon in calculating and making distributions to Certificateholders in accordance with Section 4.01, preparing
the Distribution Date Statement required by Section 4.02(a) and allocating Realized Losses to the Certificates in accordance with
Section 4.04.


Notwithstanding the foregoing,
the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed pursuant to
this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c) or of Section 4.02(d)
to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer
or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting
disclosure of information with respect to the Mortgage Loans or the Mortgaged Properties. The Master Servicer or the Special Servicer
may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability
on the part of any other party hereto).


(d)                                  Upon
the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate that
is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such and, in any
case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably practicable,
at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party such information that
is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate Administrator as is requested
by such Person, for purposes of satisfying applicable reporting requirements under Rule 144A under the Securities Act. Neither
the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for the sufficiency under Rule 144A
or any other securities laws of any available information so furnished to any Person including any prospective purchaser of a Certificate
or any interest therein, nor for the content or accuracy of any information so furnished which was prepared or delivered to them by another.


(e)                                   The
information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder by
the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except as specifically
provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


(f)                                     Upon
the reasonable request of the Directing Certificateholder or any Controlling Class Certificateholder that, in either case, is an Excluded
Controlling Class Holder with respect to any Excluded Loan identified to the Master Servicer’s (in the case of a Non-Specially
Serviced Loan) or the Special Servicer’s (in the case of a Specially Serviced Loan) reasonable satisfaction (at the expense of
the Directing Certificateholder or such Controlling Class Certificateholder) and if such information is in the Master Servicer’s
or the Special Servicer’s possession, as applicable, the Master Servicer or the Special Servicer, shall provide or make available
(or forward electronically) to the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, (at the expense
of the Directing Certificateholder or such Controlling Class Certificateholder, as applicable) any Excluded Information (available to
Privileged Persons through the Certificate Administrator’s Website but not accessible to the




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Directing Certificateholder or such Controlling
Class Certificateholder, as applicable, through the Certificate Administrator’s Website because the Directing Certificateholder
or such Controlling Class Certificateholder, as applicable, is an Excluded Controlling Class Holder with respect to another Excluded Loan)
relating to any Excluded Loan with respect to which the Directing Certificateholder or such Controlling Class Certificateholder, as applicable,
is not a Borrower Party; provided that, in connection therewith, the Master Servicer or the Special Servicer may require a written
confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the
Special Servicer, generally to the effect that such Person is the Directing Certificateholder or a Controlling Class Certificateholder,
will keep such Excluded Information confidential and is not a Borrower Party, upon which the Master Servicer or the Special Servicer may
conclusively rely. In addition, the Master Servicer and the Special Servicer shall be entitled to conclusively rely on delivery from the
Directing Certificateholder or a Controlling Class Certificateholder, as applicable, of an Investor Certification substantially in the
form of Exhibit P-1B that such Directing Certificateholder or Controlling Class Certificateholder is not an Excluded Controlling
Class Holder with respect to a particular Mortgage Loan. For the avoidance of doubt, the Special Servicer referenced in this Section
4.02(f) shall include any applicable Excluded Special Servicer with respect to the related Excluded Special Servicer Loan(s).


(g)                                  [RESERVED].


Section 4.03       
P&I Advances. (a) On or before 4:00 p.m., New York City time,
on each P&I Advance Date, the Master Servicer shall (i) remit to the Certificate Administrator for deposit from its own funds
into the Lower-Tier REMIC Distribution Account, an amount equal to the aggregate amount of P&I Advances, if any, to be made in respect
of the related Distribution Date, (ii) apply amounts held in the Collection Account, for future distribution to Certificateholders
in subsequent months in discharge of any such obligation to make such P&I Advances or (iii) make such P&I Advances in the
form of any combination of (i) and (ii) aggregating the total amount of P&I Advances to be made. Any amounts held in the Collection
Account for future distribution and so used to make P&I Advances shall be appropriately reflected in the Master Servicer’s records
and replaced by the Master Servicer by deposit in the Collection Account on or before the next succeeding P&I Advance Date (to the
extent not previously replaced through the deposit of Late Collections of the delinquent principal and/or interest in respect of which
such P&I Advances were made). The Master Servicer shall notify the Certificate Administrator of (i) the aggregate amount of P&I
Advances to be made by the Master Servicer for a Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances for
such Distribution Date, on or before two (2) Business Days prior to such Distribution Date. If the Master Servicer fails to make
a required P&I Advance by 4:00 p.m., New York City time, on any P&I Advance Date, the Trustee shall make such P&I Advance
pursuant to Section 7.05 by noon, New York City time, on the related Distribution Date, unless the Master Servicer shall have cured
such failure (and provided written notice of such cure to the Trustee and the Certificate Administrator) by 11:00 a.m., New York City
time, on such Distribution Date. In the event that the Master Servicer fails to make a required P&I Advance hereunder, the Certificate
Administrator shall notify the Trustee of such circumstances by 4:30 p.m., New York City time, on the related P&I Advance Date. Notwithstanding
the foregoing, the portion of any P&I Advance equal to the CREFC® Intellectual Property Royalty License Fee shall not
be remitted to the Certificate Administrator for deposit into




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the Lower-Tier REMIC Distribution Account but
shall be deposited into the Collection Account for payment to CREFC® on such Distribution Date.


If the Master Servicer or
the Trustee makes a P&I Advance with respect to any Mortgage Loan that is part of a Serviced Whole Loan, then it shall provide to
the related other master servicer and Other Trustee under the Other Pooling and Servicing Agreement written notice of the amount of such
P&I Advance with respect to such Mortgage Loan within two (2) Business Days of making such P&I Advance.


If the Master Servicer or
the Trustee makes a P&I Advance with respect to a Non-Serviced Mortgage Loan, then it shall provide to the related Non-Serviced
Master Servicer and Non-Serviced Trustee written notice of the amount of such P&I Advance within two (2) Business Days of
making such P&I Advance.


(b)                                  Subject
to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by the Master Servicer with respect
to any Distribution Date, and each Mortgage Loan, shall be equal to: (i) the Periodic Payments (net of related Servicing Fees
and, in the case of any Non-Serviced Mortgage Loan, a fee accruing at the related Non-Serviced Primary Servicing Fee Rate) other
than Balloon Payments, that were due on such Mortgage Loan (including any Non-Serviced Mortgage Loan) and any related REO Loan (other
than any portion of an REO Loan related to a Companion Loan) during the related Collection Period and were not received as of the close
of business on the Business Day preceding the related P&I Advance Date (or not advanced by any Sub-Servicer on behalf of the
Master Servicer) and (ii) with respect to each such Mortgage Loan delinquent in respect of its Balloon Payment as of the P&I
Advance Date (including any REO Loan (other than any portion of an REO Loan related to a Companion Loan) as to which the related Balloon
Payment would have been past due), an amount equal to the Assumed Scheduled Payment therefor. Subject to subsection (c)
below, the obligation of the Master Servicer to make such P&I Advances is mandatory, and with respect to any Mortgage Loan (including
any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan), shall continue until
the Distribution Date on which the proceeds, if any, received in connection with a Liquidation Event or the disposition of the REO Property,
as the case may be, with respect thereto are to be distributed. No P&I Advances shall be made with respect to any Companion Loan.


(c)                                   Notwithstanding
anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance would, if made, constitute
a Nonrecoverable P&I Advance. With respect to each Serviced Mortgage Loan, the Master Servicer, the Special Servicer or the Trustee
shall make its determination that a P&I Advance that has been made on such Serviced Mortgage Loan is a Nonrecoverable Advance or
that any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Serviced Mortgage Loan independently
of any determination made by the applicable Other Servicer or Other Trustee, as the case may be, under the applicable Other Pooling and
Servicing Agreement in respect of the related Serviced Companion Loan. If the Master Servicer, the Special Servicer or the Trustee determines
that a proposed P&I Advance with respect to a Serviced Mortgage Loan, if made, or any outstanding P&I Advance with respect to
a Serviced Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer, the Special
Servicer or the Trustee, as applicable, shall provide the applicable Other Servicer written notice of such




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determination within two (2) Business
Days of the date of such determination. If the Master Servicer receives written notice from the related Other Servicer, as the case may
be, that an Other Servicer or the Other Trustee has determined, in accordance with the applicable Other Pooling and Servicing Agreement
with respect to a Serviced Companion Loan, that any proposed advance under the applicable Other Pooling and Servicing Agreement that is
similar to a P&I Advance would be, or any outstanding advance under such Other Pooling and Servicing Agreement that is similar to
a P&I Advance is, a nonrecoverable advance, then the Master Servicer, the Special Servicer or the Trustee may, based upon such determination,
determine that any P&I Advance previously made or proposed to be made with respect to the related Serviced Mortgage Loan will be a
Nonrecoverable P&I Advance. Thereafter, in either case, the Master Servicer and the Trustee shall not be required to make any additional
P&I Advances with respect to the related Serviced Mortgage Loan unless and until the Master Servicer or the Trustee, as the case may
be, determines that any such additional P&I Advances with respect to the related Serviced Mortgage Loan would not be a Nonrecoverable
P&I Advance, which determination may be as a result of consultation with the related Other Servicer, as the case may be, or otherwise.
For the avoidance of doubt, the Master Servicer, the Special Servicer or the Trustee, as the case may be, shall have the sole discretion
provided in this Agreement to determine that any future P&I Advance or outstanding P&I Advance would be, or is, as applicable,
a Nonrecoverable Advance.


With respect to each Non-Serviced
Mortgage Loan, the Master Servicer, the Special Servicer or the Trustee shall make its determination (based on information provided by
the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer) that a P&I Advance that has been made on such Non-Serviced
Mortgage Loan is a Nonrecoverable Advance or that any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with
respect to such Non-Serviced Mortgage Loan independently of any determination made by the applicable Non-Serviced Master Servicer, the
applicable Non-Serviced Special Servicer or the Non-Serviced Trustee, as the case may be, under the applicable Non-Serviced PSA in respect
of the related Non-Serviced Companion Loan. If the Master Servicer, the Special Servicer or the Trustee determines that a proposed
P&I Advance with respect to a Non-Serviced Mortgage Loan, if made, or any outstanding P&I Advance with respect to a Non-Serviced
Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer, the Special Servicer or
the Trustee, as applicable, shall provide the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer written notice
of such determination within two (2) Business Days of the date of such determination. If the Master Servicer receives written notice
from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be, that either has determined,
or the Non-Serviced Trustee has determined, in accordance with the applicable Non-Serviced PSA with respect to a Non-Serviced Companion
Loan, that any proposed advance under the applicable Non-Serviced PSA that is similar to a P&I Advance would be, or any outstanding
advance under such Non-Serviced PSA that is similar to a P&I Advance is, a nonrecoverable advance, then the Master Servicer, the Special
Servicer or the Trustee may, based upon such determination, determine that any P&I Advance previously made or proposed to be made
with respect to the related Non-Serviced Mortgage Loan will be a Nonrecoverable P&I Advance. Thereafter, in either case, the Master
Servicer and the Trustee shall not be required to make any additional P&I Advances with respect to the related Non-Serviced Mortgage
Loan unless and until the Master Servicer or the Trustee, as the case may be, determines that any such additional P&I Advances with
respect to the related Non-Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may be as a result
of consultation with the




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related Non-Serviced Master Servicer or the
related Non-Serviced Special Servicer, as the case may be, or otherwise. For the avoidance of doubt, the Master Servicer, the Special
Servicer or the Trustee, as the case may be, shall have the sole discretion provided in this Agreement to determine that any future P&I
Advance or outstanding P&I Advance would be, or is, as applicable, a Nonrecoverable Advance.


(d)                                  In
connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a), the Master Servicer
shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any amounts then on deposit in
the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder (unless related thereto), except
to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest at the Reimbursement Rate in effect from
time to time, accrued on the amount of such P&I Advance from the date made to but not including the date of reimbursement; provided,
however, that no interest will accrue on any P&I Advance (i) if the related Periodic Payment is received on or before
the related Due Date has passed and any applicable Grace Period has expired or (ii) if the related Periodic Payment is received
after the Determination Date but on or prior to the related P&I Advance Date. The Master Servicer shall reimburse itself and/or the
Trustee, as the case may be, for any outstanding P&I Advance, subject to Section 3.17 of this Agreement, as soon as practicably
possible after funds available for such purpose are deposited in the Collection Account. For the avoidance of doubt, the Master Servicer
shall make P&I Advances on the basis of the original terms of any Mortgage Loan, including Mortgage Loans subject to forbearance
agreements or other temporary deferrals or payment accommodations, unless (a) the terms of the Mortgage Loan have been permanently modified
to change or forgive a monetary obligation or (b) such advance has been determined to be non-recoverable.


(e)                                   Notwithstanding
the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Yield Maintenance Charges, Default Interest,
late payment charges, Prepayment Premiums, or Balloon Payments or make any P&I Advance with respect to any Companion Loan and (ii) if
an Appraisal Reduction Amount has been determined with respect to any Mortgage Loan (or, in the case of a Non-Serviced Whole Loan,
an “appraisal reduction amount” has been made in accordance with the related Non-Serviced PSA and the Master Servicer
has notice of such appraisal reduction amount) then in the event of subsequent delinquencies thereon, the interest portion of the P&I
Advance in respect of such Mortgage Loan for the related Distribution Date shall be reduced (it being herein acknowledged that there
shall be no reduction in the principal portion of such P&I Advance) to equal the product of (x) the amount of the interest
portion of such P&I Advance for such Mortgage Loan for such Distribution Date without regard to this Section 4.03(e), and
(y) a fraction, expressed as a percentage, the numerator of which is equal to the Stated Principal Balance of such Mortgage Loan
immediately prior to such Distribution Date, net of the related Appraisal Reduction Amount (or, in the case of a Serviced Whole Loan,
the portion of such Appraisal Reduction Amount allocated to the related Mortgage Loan), if any, and the denominator of which is equal
to the Stated Principal Balance of such Mortgage Loan immediately prior to such Distribution Date. For purposes of the immediately preceding
sentence, the Periodic Payment due on the Maturity Date for a Balloon Mortgage Loan will be the Assumed Scheduled Payment for the related
Distribution Date.




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(f)                                     In no event shall either the Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion
Loan.


Section 4.04       
Allocation of Realized Losses. (a) On each Distribution Date, immediately
following the distributions to be made on such date pursuant to Section 4.01, the Certificate Administrator shall calculate the
Realized Loss for such Distribution Date. Any allocation of Realized Losses to a Class of Regular Certificates shall be made by reducing
the Certificate Balance thereof by the amount allocated pursuant to Section 4.04(b). Any Realized Losses so allocated to a Class
of Regular Certificates shall be allocated among the respective Certificates of such Class in proportion to the Percentage Interests evidenced
thereby. The allocation of Realized Losses shall constitute an allocation of losses and other shortfalls experienced by the Trust. Reimbursement
of previously allocated Realized Losses shall not constitute distributions of principal for any purpose and shall not result in an additional
reduction in the Certificate Balance of the Class of Certificates in respect of which any such reimbursement is made. With respect to
any Class of Principal Balance Certificates, to the extent that any Nonrecoverable Advances (plus interest thereon) that were reimbursed
from principal collections on the Mortgage Loans (including REO Loans) and previously resulted in a reduction of the Principal Distribution
Amount are subsequently recovered on the related Mortgage Loan or REO Property, then (on the Distribution Date related to the Collection
Period during which the recovery occurred): (i) the amount of such recovery shall be added to the Certificate Balance(s) of the Class
or Classes of Principal Balance Certificates that previously were allocated Realized Losses in sequential order according to the priority
of payments for the Principal Balance Certificates (and in the case of the Principal Balance Certificates that are Senior Certificates,
on a pro rata basis according to the amount of unreimbursed Realized Losses on such Classes), in each case up to the lesser of
(A) the unallocated portion of such recovery and (B) the amount of the unreimbursed Realized Losses previously allocated to the subject
class of certificates; and (ii) the Interest Shortfall with respect to each affected class of Certificates for the next Distribution Date
shall be increased by the amount of interest that would have accrued through the then current Distribution Date if the restored write-down
for the reimbursed class of Principal Balance Certificates had never been written down. If the Certificate Balance of any Class of Principal
Balance Certificates is so increased, the amount of unreimbursed Realized Losses of such Class of Principal Balance Certificates shall
be decreased by such amount.


(b)                                  On
each Distribution Date, the Certificate Balances of the Principal Balance Certificates will be reduced without distribution, as a write-off
to the extent of any Realized Losses, if any, allocable to such Certificates with respect to such Distribution Date. Any such write-off
shall be allocated first, to the Class J-RR Certificates, second, to the Class H-RR Certificates, third, to the
Class G-RR Certificates, fourth, to the Class F-RR Certificates, fifth, to the Class E-RR 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 then, pro rata (based on their respective Certificate Balances), to the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates, in each case until the remaining Certificate Balances
of such Classes of Certificates have been reduced to zero.


(c)                                   With
respect to any Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates pursuant to Section 4.04(a)
or Section 4.04(b), with respect




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to such Distribution Date shall reduce the
Lower-Tier Principal Amount of the Related Lower-Tier Regular Interest with respect thereto as a write-off.


Section 4.05       
Appraisal Reduction Amounts; Collateral Deficiency Amounts. (a) For
purposes of (x) determining the Controlling Class (and whether a Control Termination Event or an Operating Advisor Consultation Event
has occurred and is continuing) and (y) determining the Voting Rights of the related Classes for purposes of removal of the Special
Servicer or the Operating Advisor, the Cumulative Appraisal Reduction Amounts (with respect to a Serviced Whole Loan, to the extent allocated
to the related Mortgage Loan) shall be allocated to each Class of Principal Balance Certificates in reverse sequential order to notionally
reduce the related Certificate Balances until the Certificate Balance of each such Class is reduced to zero (i.e., first,
to the Class J-RR Certificates, second, to the Class H-RR Certificates, third, to the Class G-RR Certificates, fourth,
to the Class F-RR Certificates, fifth, to the Class E-RR 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 based on their respective interest entitlements, to the Senior Certificates (other than the Class X-A and Class X-D
Certificates)).


As of the first Determination
Date after a Mortgage Loan (other than a Non-Serviced Mortgage Loan) becomes an AB Modified Loan, the Special Servicer shall calculate
whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent Appraisal obtained
by the Special Servicer with respect to such Mortgage Loan, and all other information in its possession relevant to a Collateral Deficiency
Amount determination. Upon obtaining knowledge or receipt of notice by the Special Servicer that a Non-Serviced Mortgage Loan has become
an AB Modified Loan, the Special Servicer shall (i) promptly request from the related Non-Serviced Master Servicer, Non-Serviced Special
Servicer and Non-Serviced Trustee the most recent appraisal with respect to such AB Modified Loan, in addition to all other information
reasonably required by the Special Servicer to calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified
Loan, and (ii) as of the first Determination Date following receipt by the Special Servicer of the appraisal and any other information
set forth in the immediately preceding clause (i) that the Special Servicer reasonably expects to receive, calculate whether a
Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent appraisal obtained by the
Non-Serviced Special Servicer with respect to such Non-Serviced Mortgage Loan, and all other information in its possession relevant to
a Collateral Deficiency Amount determination. Upon obtaining actual knowledge or receipt of notice by any other party to this Agreement
that a Non-Serviced Mortgage Loan has become an AB Modified Loan, such party shall promptly notify the Special Servicer thereof. None
of the Master Servicer, the Operating Advisor, the Trustee or the Certificate Administrator shall calculate or verify any Collateral Deficiency
Amount.


With respect to any Appraisal
Reduction Amount or Collateral Deficiency Amount, as applicable, calculated for purposes of determining (i) the Voting Rights of the related
Classes for purposes of removal of the Special Servicer or the Operating Advisor or (ii)  the Controlling Class or the occurrence
and continuance of a Control Termination Event or an Operating Advisor Consultation Event, the appraised value of the related Mortgaged
Property shall be determined on an “as is” basis.




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The Special Servicer (in
the case of a Mortgage Loan other than a Non-Serviced Mortgage Loan) or the Master Servicer (in the case of a Non-Serviced Mortgage
Loan), shall notify the Master Servicer or the Special Servicer, as the case may be (and the Master Servicer shall notify the Certificate
Administrator), of the amount of any Appraisal Reduction Amount (which notification from the Master Servicer to the Certificate Administrator
shall be made by delivery of the CREFC® Loan Periodic Update File in accordance with Section 3.12(d)), any Collateral
Deficiency Amount and (except in the case of the Master Servicer) any resulting Cumulative Appraisal Reduction Amount with respect to
each Mortgage Loan, AB Modified Loan or Serviced Whole Loan, if any (which notification shall be satisfied through delivery of such Appraisal
Reduction Amount, Collateral Deficiency Amount and Cumulative Appraisal Reduction Amount as included in the CREFC® Appraisal
Reduction Template included in the CREFC® Investor Reporting Package or such other report or reports mutually agreed upon
between the Master Servicer and the Certificate Administrator, which shall be delivered by the Master Servicer simultaneously with the
CREFC® Loan Periodic Update File in accordance with Section 3.12(d)) and the Certificate Administrator shall promptly
post notice of such Appraisal Reduction Amount, Collateral Deficiency Amount and/or Cumulative Appraisal Reduction Amount, as applicable,
to the Certificate Administrator’s Website. Based on information in its possession, the Certificate Administrator shall determine
from time to time which Class of Certificates is the Controlling Class. Promptly upon its determination of a change in the Controlling
Class, the Certificate Administrator shall notify the Master Servicer, the Special Servicer and the Operating Advisor of such event, including
the identity and contact information of the new Controlling Class Certificateholder and the identity of the Controlling Class as set forth
in Section 3.23(m) (the cost of obtaining such information from the Depository being an expense of the Trust).


(b)                                  (i) The
Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination
to no longer be the Controlling Class because it has been reduced to less than 25% of its initial Certificate Balance (any such Class,
an “Appraised-Out Class”) as a result of an Appraisal Reduction Amount or Collateral Deficiency Amount (as applicable)
in respect of such Class shall have the right and, with respect to a Serviced Whole Loan, the Other Servicers shall have the right upon
the request of similarly situated holders of certificates in the related Other Securitization, at their sole expense, to require the
Special Servicer to order (or, with respect to a Non-Serviced Mortgage Loan, require the Master Servicer to request from the applicable
Non-Serviced Special Servicer) a second Appraisal with respect to any Mortgage Loan (or Serviced Whole Loan) for which an Appraisal
Reduction Event has occurred or as to which there exists a Collateral Deficiency Amount (such Holders, the “Requesting Holders”).
With respect to any such Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan), the Special Servicer shall use
commercially reasonable efforts to cause such second Appraisal to be (A) delivered within thirty (30) days from receipt
of the Requesting Holders’ written request and (B) prepared on an “as-is” basis by an MAI appraiser (provided
that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders
are requesting the Special Servicer to obtain an additional Appraisal). With respect to any such Non-Serviced Mortgage Loan, the
Master Servicer shall use commercially reasonable efforts to obtain such second appraisal from the applicable Non-Serviced Special
Servicer and to forward such second appraisal to the Special Servicer.


(ii)                                   Upon
receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance
with the Servicing Standard, whether,




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based on its assessment of such supplemental
Appraisal, any recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount (as applicable) is warranted, and if so
warranted, the Special Servicer shall recalculate the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based
on such supplemental Appraisal and any information received from the Master Servicer. If required by such recalculation, the Appraised-Out
Class shall be reinstated as the Controlling Class and each other Appraised-Out Class shall, if applicable, have its
related Certificate Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction Amount or Collateral
Deficiency Amount, as applicable. The Holders of an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i)
above shall refrain from exercising any direction, control, consent and/or similar rights of the Controlling Class until such time,
if any, as the Class is reinstated as the Controlling Class (such period beginning upon receipt by the Special Servicer of any
request to obtain a supplemental Appraisal pursuant to clause (i) above to but excluding the date on which either (A) the
Special Servicer determines that no recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount is warranted or (B) the
Special Servicer recalculates the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on the supplemental
Appraisal, the “Appraisal Review Period”). The rights of the Controlling Class during each Appraisal Review Period
shall be exercised by the next most senior Class of Control Eligible Certificates, if any.


(c)                                   With
respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan), and each Serviced Whole Loan as to which an Appraisal Reduction
Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such purposes taking into account
any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)), the Special Servicer shall
(1) within thirty (30) days of the occurrence or of each anniversary of the related Appraisal Reduction Event, and (2) upon
its determination that the value of the related Mortgaged Property has materially changed, notify the Master Servicer of the occurrence
of such anniversary or determination and order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall be
paid by the Master Servicer as a Servicing Advance or to the extent it would be a Nonrecoverable Advance, an expense of the Trust, or
conduct an internal valuation, as applicable and, promptly following receipt of any such Appraisal or performance of such valuation (or
receipt of any Appraisal obtained in accordance with Section 4.05(b) above), shall deliver a copy thereof to the Master Servicer,
the Certificate Administrator, the Trustee, the Operating Advisor and ((i) prior to the occurrence and continuance of any Consultation
Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder. Based upon such Appraisal
or internal valuation (or any Appraisal obtained in accordance with Section 4.05(b) above) and receipt of information reasonably
requested by the Special Servicer from the Master Servicer that is in the possession of the Master Servicer and reasonably necessary
to calculate the Appraisal Reduction Amount or Collateral Deficiency Amount, the Special Servicer shall determine or redetermine and
calculate or recalculate, as applicable, and report to the Master Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor and ((i) prior to the occurrence and continuance of any Consultation Termination Event and (ii) other than with
respect to any Excluded Loan) the Directing Certificateholder, the amount and calculation or recalculation of the Appraisal Reduction
Amount or Collateral Deficiency Amount with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and
such report shall be delivered in the CREFC®




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Appraisal Reduction Template format; provided,
however, that the Special Servicer shall not be liable for failure to comply with such duties insofar as such failure results from
a failure of the Master Servicer to provide sufficient information to the Special Servicer to comply with such duties or failure by the
Master Servicer to otherwise comply with its obligations hereunder. Following the Master Servicer’s receipt from the Special Servicer
of the calculation of the Appraisal Reduction Amounts, the Master Servicer shall provide such information to the Certificate Administrator
in the form of the CREFC® Loan Periodic Update File and the CREFC® Appraisal Reduction Template provided
to it by the Special Servicer or such other report or reports mutually agreed upon between the Master Servicer and the Certificate Administrator.
Such report shall also be forwarded by the Special Servicer to the extent the related Serviced Companion Loan has been included in an
Other Securitization, to the Other Servicer of such Other Securitization into which the related Serviced Companion Loan has been sold,
or to the holder of any related Serviced Companion Loan by the Master Servicer (or the Special Servicer if the related Mortgage Loan is
a Specially Serviced Loan). If the Special Servicer is required to redetermine the Appraisal Reduction Amount or Collateral Deficiency
Amount, such redetermined Appraisal Reduction Amount or Collateral Deficiency Amount shall replace the prior Appraisal Reduction Amount
or Collateral Deficiency Amount, as applicable, with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable.
Prior to the occurrence and continuance of a Consultation Termination Event and other than with respect to any Excluded Loan, the Special
Servicer shall consult with the Directing Certificateholder with respect to any Appraisal, valuation or downward adjustment in connection
with an Appraisal Reduction Amount or Collateral Deficiency Amount. Notwithstanding the foregoing but subject to Section 4.05(b),
the Special Servicer will not be required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage
Loan or related Companion Loan or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred to the extent the Special
Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with
respect to the related Mortgaged Property within the twelve-month period immediately prior to the occurrence of such Appraisal Reduction
Event. Instead, the Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction
Amount or Collateral Deficiency Amount with respect to such Mortgage Loan or related Companion Loan or Serviced Whole Loan; provided
that the Special Servicer is not aware of any material change to the related Mortgaged Property having occurred and affecting the validity
of such Appraisal or valuation.


The Master Servicer shall
deliver by electronic mail to the Special Servicer any information in its possession that is reasonably required to determine, calculate,
redetermine or recalculate any Appraisal Reduction Amount, using reasonable efforts to deliver such information, within four (4) Business
Days following the Special Servicer’s reasonable request therefor; provided that the Special Servicer’s failure to
timely make such request shall not relieve the Master Servicer of its obligation to use reasonable efforts to provide such information
to the Special Servicer within four (4) Business Days following the Special Servicer’s reasonable request. The Master Servicer
shall not calculate Appraisal Reduction Amounts.


(d)                                  Any
Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan previously
subject to an Appraisal Reduction Amount, which has become a Corrected Loan (for such purposes taking into account any amendment or modification
of such Mortgage Loan, any related Serviced Companion




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Loan and any Serviced Whole Loan, as applicable),
and with respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal
Reduction Amount. Any Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party
under and in accordance with and pursuant to the terms of the applicable Non-Serviced PSA.


(e)                                   Each
Serviced Whole Loan will be treated as a single mortgage loan for purposes of calculating an Appraisal Reduction Amount with respect
to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect of a Serviced
AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related
Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (until its principal balance is notionally
reduced to zero by such Appraisal Reduction Amounts) and second, pro rata between the related Serviced AB Mortgage Loan
and any Serviced Pari Passu Companion Loans. Any Appraisal Reduction Amount that would impact any Serviced Pari Passu Whole Loan will
be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement,
then, pro rata, between the related Serviced Pari Passu Mortgage Loan and the related Serviced Pari Passu Companion Loan, based
upon their respective outstanding principal balances.


Section 4.06       
[RESERVED].


Section 4.07       
Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a)  The
Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor Q&A
Forum” shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders and
beneficial owners of Certificates that are Privileged Persons may submit questions to (A) the Certificate Administrator relating
to the Distribution Date Statement, (B) the Master Servicer or the Special Servicer, as the case may be, relating to the reports
being made available pursuant to Section 3.13(b) and Section 3.13(e), the Mortgage Loans (excluding any Non-Serviced Mortgage
Loan) or the related Mortgaged Properties or (C) the Operating Advisor relating to the Operating Advisor Annual Report or other reports
prepared by the Operating Advisor or actions by the Special Servicer referenced in any Operating Advisor Annual Report (each an “Inquiry”
and collectively, “Inquiries”), and (ii) Privileged Persons may view Inquiries that have been previously submitted
and answered, together with the answers thereto. Upon receipt of an Inquiry for the Master Servicer, the Special Servicer, Certificate
Administrator or the Operating Advisor, as applicable, and in the case of any Inquiry relating to a Non-Serviced Mortgage Loan, to the
related Non-Serviced Master Servicer or related Non-Serviced Special Servicer, as applicable, the Certificate Administrator shall forward
the Inquiry to the appropriate Person, in each case within a commercially reasonable period of time following receipt thereof. Following
receipt of an Inquiry, the Master Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable,
unless such party determines not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of the Master Servicer,
the Special Servicer or the Operating Advisor, as applicable, shall be delivered to the Certificate Administrator by electronic mail.
In the case of an Inquiry relating to a Non-Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain
an answer from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as applicable; provided that
the Certificate




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Administrator shall not be responsible for
the content of such answer or any delay or failure to obtain such answer. The Certificate Administrator shall post (within a commercially
reasonable period of time following preparation or receipt of such answer, as the case may be) such Inquiry and the related answer to
the Certificate Administrator’s Website. If the Certificate Administrator, the Master Servicer, the Special Servicer or the Operating
Advisor determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described above, (ii) answering
any Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in
violation of applicable law, the applicable Mortgage Loan documents or this Agreement, (iv) answering any Inquiry would materially
increase the duties of, or result in significant additional cost or expense to, the Master Servicer, the Special Servicer, the Certificate
Administrator or the Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information
(subject to the Privileged Information Exception), (vi) that answering the Inquiry would or is reasonably expected to result in a waiver
of an attorney-client privilege or disclosure of attorney work product or (vii) answering any Inquiry is otherwise, for any reason,
not advisable, it shall not be required to answer such Inquiry and, in the case of the Master Servicer, the Special Servicer or the Operating
Advisor, shall promptly notify the Certificate Administrator of such determination. In addition, no party shall post or otherwise disclose
any direct communications with the Directing Certificateholder as part of its response to any Inquiries. The Certificate Administrator
shall notify the Person who submitted such Inquiry in the event that the Inquiry will not be answered. Any notice by the Certificate Administrator
to the Person who submitted an Inquiry that will not be answered shall include the following statement: “Because the Pooling and
Servicing Agreement provides that the Master Servicer, the Special Servicer, the Certificate Administrator and the Operating Advisor shall
not answer an Inquiry if it determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics
described in the Pooling and Servicing Agreement, (ii) answering any Inquiry would not be in the best interests of the Trust and/or
the Certificateholders, (iii) answering any Inquiry would be in violation of applicable law or the applicable Mortgage Loan documents,
(iv) answering any Inquiry would materially increase the duties of, or result in significant additional costs or expenses to the
Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or Operating Advisor, as applicable, (v) answering
any Inquiry would require the disclosure of Privileged Information, or (vi) answering any Inquiry is otherwise, for any reason, not
advisable, no inference should or may be drawn from the fact that the Master Servicer, the Special Servicer, the Certificate Administrator
or the Operating Advisor has declined to answer the Inquiry.” Answers posted on the Investor Q&A Forum will be attributable
only to the respondent, and shall not be deemed to be answers from any of the Depositor, the Underwriters or any of their respective Affiliates.
None of the Underwriters, Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Operating
Advisor or any of their respective Affiliates will certify to any of the information posted in the Investor Q&A Forum and no such
party shall have any responsibility or liability for the content of any such information. The Certificate Administrator shall not be required
to post to the Certificate Administrator’s Website any Inquiry or answer thereto that the Certificate Administrator determines,
in its sole discretion, is administrative or ministerial in nature. The Investor Q&A Forum will not reflect questions, answers and
other communications that are not submitted via the Certificate Administrator’s Website. Notwithstanding the foregoing, the Operating
Advisor shall not be required to respond to any Inquiries from Certificateholders for




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which its response would require the Operating
Advisor to provide information to such inquiring Certificateholders that they are otherwise not entitled to receive under the terms of
this Agreement.


(b)                                   The
Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person, the Investor
Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter obtain information with
respect to any other Certificateholder or Certificate Owner that has so registered. Any Person registering to use the Investor Registry
shall certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b) it grants authorization
to the Certificate Administrator to make its name and contact information available on the Investor Registry for at least forty-five
(45) days from the date of such certification to Persons entitled to access to the Investor Registry. Such Person shall then be
asked to enter certain mandatory fields such as the individual’s name, the company name and email address, as well as certain optional
fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder or Certificate Owner notifies the Certificate
Administrator that it wishes to be removed from the Investor Registry (which notice may not be within forty-five (45) days
of its registration), the Certificate Administrator shall promptly remove it from the Investor Registry. The Certificate Administrator
will not be responsible for verifying or validating any information submitted on the Investor Registry, or for monitoring or otherwise
maintaining the accuracy of any information thereon. The Certificate Administrator may require acceptance of a waiver and disclaimer
for access to the Investor Registry.


(c)                                   The
17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The “Rating
Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information Provider’s
Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any Distribution Date Statements,
or submit questions to the Master Servicer or the Special Servicer, as the case may be, relating to the reports prepared by such parties
(each such submission, a “Rating Agency Inquiry”), and (ii) view Rating Agency Inquiries that have been previously
submitted and answered, together with the responses thereto. In addition, NRSROs may use the forum to submit requests (each such submission
also, a “Rating Agency Inquiry”) to the Master Servicer for loan-level reports and other related information.
Upon receipt of a Rating Agency Inquiry for the Master Servicer or the Special Servicer, the 17g-5 Information Provider shall forward
the Rating Agency Inquiry to the appropriate Person, in each case within a commercially reasonable period of time following receipt thereof.
Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Master Servicer or the Special Servicer, as
the case may be, unless it determines not to answer such Rating Agency Inquiry as provided below, shall reply by email to the Certificate
Administrator. The 17g-5 Information Provider shall post (within a commercially reasonable period of time following receipt of such
response) such Rating Agency Inquiry with the related response thereto (or such reports, as applicable) to the Rating Agency Q&A
Forum and Document Request Tool. Any reports posted by the 17g-5 Information Provider in response to an inquiry may be posted on
a separate website or web page accessible by a link on the 17g-5 Information Provider’s Website. If the Certificate Administrator,
the Master Servicer or the Special Servicer determines, in its respective sole discretion, that (i) answering any Rating Agency
Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement or any Mortgage Loan documents, (ii) answering
any Rating Agency Inquiry would or is




    		-325-	 



    


    

reasonably expected to result in a waiver of
an attorney-client privilege with, or the disclosure of attorney work product, or (iii) (A) answering any Rating Agency
Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator,
the Master Servicer or the Special Servicer, as applicable, and (B) the Certificate Administrator, the Master Servicer or the Special
Servicer, as applicable, determines in accordance with the Servicing Standard (or in good faith, in the case of the Certificate Administrator)
that the performance of such duties or the payment of such costs and expenses is beyond the scope of its duties in its capacity as Certificate
Administrator, Master Servicer or Special Servicer, as applicable, under this Agreement, it shall not be required to answer such Rating
Agency Inquiry and shall promptly notify the 17g-5 Information Provider by email of such determination. The 17g-5 Information
Provider shall promptly thereafter post the Rating Agency Inquiry with the reason it was not answered to the Rating Agency Q&A Forum
and Document Request Tool. The 17g-5 Information Provider will not be liable for the failure by any other such Person to so answer.
Questions posted on the Rating Agency Q&A Forum and Document Request Tool shall not be attributed to the submitting NRSRO. Answers
posted on the Rating Agency Q&A Forum and Document Request Tool will be attributable only to the respondent, and shall not be deemed
to be answers from any other person. None of the Underwriters, the Depositor, or any of their respective Affiliates will certify to any
of the information posted in the Rating Agency Q&A Forum and Document Request Tool and no such party shall have any responsibility
or liability for the content of any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5
Information Provider’s Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information Provider determines, in
its sole discretion, is administrative or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool will not reflect
questions, answers and other communications that are not submitted via the 17g-5 Information Provider’s Website.


Section 4.08       
Secure Data Room. (a)  The Certificate Administrator shall
create a Secure Data Room and the Depositor shall, upon the receipt of each Mortgage Loan Seller’s Diligence File Certification
and within 120 days following the Closing Date, deliver to the Certificate Administrator an electronic copy of the Diligence Files
for the Mortgage Loans that have been uploaded by the Mortgage Loan Sellers to the Designated Site. Upon receipt thereof, the Certificate
Administrator shall promptly upload the contents of each Diligence File actually received by it to the Secure Data Room. Access to the
Secure Data Room shall be granted by the Certificate Administrator to (i) the Asset Representations Reviewer and (ii) any other
Person at the direction of the Depositor, in each case, upon the occurrence of an Affirmative Asset Review Vote and receipt by the Certificate
Administrator of a certification substantially in the form of Exhibit RR hereto (which shall be sent via email to trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate Administrator’s website). In no case whatsoever shall Certificateholders be permitted
to access the Secure Data Room. For the avoidance of doubt, the Certificate Administrator shall be under no obligation to post any documents
or information to the Secure Data Room other than the contents of the Diligence Files initially delivered to it by the Depositor.


(b)                                  The
Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the type, number
or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to the transaction or
confirm that all documents and information constituting any Diligence File have actually been delivered to the Certificate Administrator.
In no case shall the Certificate




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Administrator be deemed to have obtained actual
or constructive knowledge of the contents of, or information contained in, any Diligence File by virtue of posting such Diligence File
to the Secure Data Room. In the event that any document or information is posted in error, the Certificate Administrator may remove such
document or information from the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or
electronic copies of any document or information provided to it for posting to the Secure Data Room. The Certificate Administrator shall
not be responsible or held liable for any other Person’s use or dissemination of the documents or information contained on the Secure
Data Room; provided that such event or occurrence is not also a result of its own negligence, bad faith or willful misconduct.
The Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan basis and any
Person with access to the Secure Data Room shall covenant to access only the information necessary to perform its duties and responsibilities
under this Agreement.


(c)                                   Upon
the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator shall transfer
electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor or the Master
Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part of the costs and expenses
associated with the transfer of its responsibilities upon the resignation or removal of the Certificate Administrator pursuant to Section
8.07. Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed from the Trust,
the Special Servicer may direct the Certificate Administrator in writing to delete the Diligence File related to such Mortgage Loan from
the Secure Data Room; provided that absent such direction, the Certificate Administrator shall not be obligated to delete any
Diligence File from the Secure Data Room. Following the termination of the Trust pursuant to Section 9.01, the Certificate Administrator
shall be permitted to delete all files from the Secure Data Room. Upon deletion, in no event shall the Certificate Administrator be obligated
to reproduce or retrieve such deleted files.


[End of Article IV]


ARTICLE
V



THE CERTIFICATES


Section 5.01       
The Certificates. (a)  The Certificates will be substantially
in the respective forms annexed hereto as Exhibits A-1 through and including A-2, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by this Agreement or as may, in the reasonable judgment of
the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may
have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required by law,
or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof.
The Class X-A Certificates shall be issuable only in minimum Denominations of authorized initial Notional Amount of not less than $1,000,000
and in integral multiples of $1.00 in excess thereof. The Class X-D Certificates shall be issuable only in minimum Denominations
of authorized initial Notional Amount of not less than $100,000 and in integral multiples of $1.00 in excess thereof. The Registered Certificates
(other than the Class X-A Certificates) shall be issuable only in minimum




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Denominations of authorized initial Certificate
Balance of not less than $10,000, and in integral multiples of $1.00 in excess thereof. The Non-Registered Certificates (other than
the Class X-D and Class R Certificates) shall be issuable in minimum Denominations of authorized initial Certificate Balance of not less
than $100,000, and in integral multiples of $1.00 in excess thereof. If the Original Certificate Balance or initial Notional Amount, as
applicable, of any Class of Certificates does not equal an integral multiple of $1.00, then a single additional Certificate of such Class
may be issued in a minimum denomination of authorized initial Certificate Balance or initial Notional Amount, as applicable, that includes
the excess of (i) the Original Certificate Balance or initial Notional Amount, as applicable, of such Class over (ii) the largest
integral multiple of $1.00 that does not exceed such amount. The Class R Certificates shall be issued, maintained and transferred in minimum
Percentage Interests of 10% of such Class R Certificates and in integral multiples of 1% in excess thereof.


(b)                                  One
authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized signatory
whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the Certificate, the
Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the Certificate Registrar
(who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature shall be conclusive evidence
that the Certificate has been executed and countersigned under this Agreement.


Section 5.02       
Form and Registration. No Transfer of any Non-Registered Certificate shall be made unless that Transfer is made pursuant
to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities
laws, or is made in a transaction which does not require such registration or qualification. If a Transfer (other than one by the Depositor
to an Affiliate thereof or by the Initial Purchasers to the Third Party Purchaser) is to be made in reliance upon an exemption from the
Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply.


(a)                                   Each
Class of the Non-Registered Certificates (other than the Class R Certificates) sold to institutions that are non-United States
Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary Book-Entry
Certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit
hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date
on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal
trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the
account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing
on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests
in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of
the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest
in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures
set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary
Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as
applicable, of a Non-U.S.




    		-328-	 



    


    

Beneficial Ownership Certification. After the
expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry
Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation
S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation
S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments
made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided;


On the Closing Date, the
Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver
to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes
of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust Company, National Association is hereby initially
appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates
in connection with Transfers and exchanges as herein provided. If Computershare Trust Company, National Association is removed as Certificate
Administrator, then Computershare Trust Company, National Association shall be terminated as Authenticating Agent. If the Authenticating
Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof.


(b)                                  Certificates
of each Class of Non-Registered Certificates (other than the Class R Certificates and the Risk Retention Certificates during the
Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be represented
by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate
Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate
Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made
on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


(c)                                   Certificates
of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors
that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive
Certificates, substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors
or their nominees by the Certificate Registrar who shall deliver the Certificates for such Non-Book Entry Certificates to the respective
beneficial owners or owners. For the avoidance of doubt, the Class R Certificates shall only be in the form of Definitive Certificates,
and the Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction
Period.


(d)                                  Owners
of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing
or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases
to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days
of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights
of the




    		-329-	 



    


    

Holders of such Class and the Trustee has been
advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession
of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates
be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events
described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry
Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions
for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing,
in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding Transfer restrictions
borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates
as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry
Certificates, beneficial Ownership Interests in such Class of Certificates will be maintained and transferred on the book entry records
of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action
taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants
in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices,
reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository
or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository
Participants in accordance with the Depository’s procedures.


(e)                                   From
and after the Closing Date and during the Transfer Restriction Period, the Risk Retention Certificates shall only be held as Definitive
Certificates and shall be held in the Retained Certificate Safekeeping Account by the Certificate Administrator (and each Retaining Party’s
respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the
Retained Certificate Safekeeping Account), as custodian for, and for the benefit of, the Holder of the related Certificate. The Certificate
Administrator shall hold such Risk Retention Certificates in safekeeping and shall release the same only upon receipt of written instructions
from the holder of the Risk Retention Certificates and the Retaining Sponsor, indicating whether such release is in connection with the
termination of the Transfer Restriction Period or in connection with the related Retaining Party’s intent to transfer pursuant
to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may be utilized by the Certificate
Administrator and in accordance with this Agreement. After its release of the Risk Retention Certificates in accordance with the provisions
of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of the Risk Retention
Certificates. There shall be, and hereby is, established by the Certificate Administrator an account which will be designated the “Retained
Certificate Safekeeping Account” and in which the Risk Retention Certificates shall be held and which shall be governed by and
subject to this Agreement.  In addition, on and after the date hereof, the Certificate Administrator may establish any number
of subaccounts to the Retained Certificate Safekeeping Account for the related Retaining Party.  Such
subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate. The Risk Retention
Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable
to the holders of the Risk Retention Certificates shall be remitted to the Retained Certificate Safekeeping Account, but shall be remitted
directly to the related Retaining




    		-330-	 



    


    

Party in accordance with written instructions
provided separately by the related Retaining Party to the Certificate Administrator on the Closing Date.  Under no circumstances
by virtue of safekeeping the Risk Retention Certificates shall the Certificate Administrator be obligated to bring legal action or institute
proceedings against any person on behalf of the Retaining Parties. During the Transfer Restriction Period and for such longer time as
the Retaining Parties may request, the Certificate Administrator shall hold the Definitive Certificates representing the Risk Retention
Certificates at the below location, or any other location; provided the Certificate Administrator has given notice to the Retaining
Parties of such new location:


Computershare Trust Company, National Association

Attn: Security Control and Transfer (SCAT)

425 E Hennepin Avenue

Minneapolis, MN 55414


On the Closing Date, and upon
completion of each transfer of the Risk Retention Certificates during the Transfer Restriction Period, the Certificate Administrator shall
deliver written confirmation to the Depositor, the Retaining Sponsor and the Retaining Parties substantially in the form of Exhibit
TT hereto evidencing its receipt of the Risk Retention Certificates.


The Certificate Administrator
shall make available to each Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator
and such Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk
Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i).


For the sake of clarity, after
the Transfer Restriction Period, the Risk Retention Certificates may be transferred at the direction of the Holder thereof in the same
manner prescribed herein for other Certificates, subject to Section 5.03(i).


Section 5.03       
Registration of Transfer and Exchange of Certificates. (a) The Certificate
Administrator shall keep or cause to be kept at the Corporate Trust Office books (the “Certificate Register”) in which,
subject to such reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates
and of Transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity, being the “Certificate
Registrar”). In such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining
the Certificate Register and a record of the aggregate holdings of Certificates of each Class of Non-Registered Certificates represented
by a Temporary Regulation S Book-Entry Certificate, a Regulation S Book-Entry Certificate and a Rule 144A Book-Entry
Certificate and accepting Certificates for exchange and registration of Transfer, (ii) holding the Risk Retention Certificates (during
such times as required hereunder) as Definitive Certificates on behalf of each Holder of such Certificates and providing notice to the
Retaining Sponsor of any attempts to Transfer any such Certificate and (iii) transmitting to the Depositor, the Master Servicer and the
Special Servicer any notices from the Certificateholders. No fee or service charge shall be imposed by the Certificate Registrar for its
services in respect of any registration of Transfer or exchange of any Certificate (other than Definitive Certificates) referred to in
this Section 5.03.




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(b)                                  Subject to the restrictions on Transfer set forth in this Article V, upon surrender for registration of Transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated Transferee or Transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


(c)                                   Rule 144A
Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule 144A
Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time during the Restricted
Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Temporary Regulation S Book-Entry
Certificate of the same Class, or to Transfer its interest in such Rule 144A Book-Entry Certificate to a Person who is required
to take delivery thereof in the form of an interest in the Temporary Regulation S Book-Entry Certificate of the same Class, such
holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest for an equivalent
beneficial interest in such Temporary Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07, of (1) instructions given in accordance with the Depository’s procedures
from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial interest in the Temporary
Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry Certificate
to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information regarding
the Euroclear or Clearstream account to be credited with such increase and the name of such account and (3) a certificate in the
form of Exhibit I hereto given by the holder of such beneficial interest stating that the Transfer of such interest has
been made in compliance with the Transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance
with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance
of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary
Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions (who shall
be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S Book-Entry Certificate
equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited,
from the account of the Person making such exchange or Transfer the beneficial interest in the Rule 144A Book-Entry Certificate
that is being exchanged or transferred.


(d)                                  Rule 144A
Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule 144A
Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the
Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Regulation S Book-Entry
Certificate of the same Class, or to Transfer its interest in such Rule 144A Book-Entry Certificate to a Person who is required
to take delivery thereof in the form of an interest in a Regulation S Book-Entry Certificate, such holder may, subject to the rules
and procedures of the Depository, exchange, or cause the exchange of, such interest for an equivalent beneficial interest in such Regulation
S Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07,
of (1) instructions given in accordance with the Depository’s procedures from a Depository Participant directing the Certificate
Registrar to credit or cause to be credited a beneficial interest in the Regulation S




    		-332-	 



    


    

Book-Entry Certificate in an amount equal
to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written order given in accordance
with the Depository’s procedures containing information regarding the participant account of the Depository to be credited with
such increase and (3) a certificate in the form of Exhibit J hereto given by the holder of such beneficial interest stating
(A) that the Transfer of such interest has been made in compliance with the Transfer restrictions applicable to the Book-Entry
Certificates and pursuant to and in accordance with Regulation S, or (B) that the Transferee is otherwise entitled to hold its interest
in the applicable Certificates in the form of an interest in the Regulation S Book-Entry Certificate, without any registration of
such Certificates under the Act (in which case such certificate shall enclose an Opinion of Counsel to such effect and such other documents
as the Certificate Registrar may reasonably require), then the Certificate Registrar shall instruct the Depository to reduce, or cause
to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the
Certificate Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in
the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified
in such instructions a beneficial interest in the Regulation S Book-Entry Certificate equal to the reduction in the Certificate Balance
of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account of the Person making such exchange
or Transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being exchanged or transferred.


(e)                                   Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate.
If a holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry
Certificate of the same Class, or to Transfer its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Book-Entry
Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository,
exchange or cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate
of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07, of (1) instructions
from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar, to credit or cause
to be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the beneficial interest in the Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, such instructions to contain information
regarding the participant account with the Depository to be credited with such increase, (2) with respect to a Transfer of an
interest in the Regulation S Book-Entry Certificate, information regarding the participant account of the Depository to be debited
with such decrease and (3) with respect to a Transfer of an interest in the Temporary Regulation S Book-Entry Certificate
for an interest in the Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate in the form
of Exhibit K hereto given by the holder of such beneficial interest and stating that the Person transferring such interest
in the Temporary Regulation S Book-Entry Certificate reasonably believes that the Person acquiring such interest in the Rule 144A
Book-Entry Certificate is a Qualified Institutional Buyer or (ii) after the Restricted Period, an Investment Representation
Letter in the form of Exhibit C attached hereto




    		-333-	 



    


    

from the Transferee to the effect that such
Transferee is a Qualified Institutional Buyer (an “Investment Representation Letter”) and is obtaining such beneficial
interest in a transaction meeting the requirements of Rule 144A, then the Certificate Registrar shall instruct the Depository to
reduce, or cause to be reduced, the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry
Certificate and to increase, or cause to be increased, the Certificate Balance of the Rule 144A Book-Entry Certificate by the
aggregate Certificate Balance of the beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry
Certificate to be exchanged, and the Certificate Registrar shall instruct the Depository, concurrently with such reduction, to credit,
or cause to be credited, to the account of the Person specified in such instructions, a beneficial interest in the Rule 144A Book-Entry
Certificate equal to the reduction in the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate and to debit, or cause to be debited, from the account of the Person making such Transfer the beneficial interest
in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.


(f)                                     Temporary
Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary Regulation S Book-Entry
Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate (a “Non-U.S.
Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable, has received a certificate
substantially in the form of Exhibit L hereto from the holder of a beneficial interest in such Temporary Regulation S Book-Entry
Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation S Book-Entry Certificate of the same
Class. The Certificate Registrar shall effect such exchange by delivering to the Depository for credit to the respective accounts of
such holders, a duly executed and authenticated Regulation S Book-Entry Certificate, representing the aggregate Certificate Balance
of interests in the Temporary Regulation S Book-Entry Certificate initially exchanged for interests in the Regulation S Book-Entry
Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate or certificates referred to above
may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that the certificate or certificates referred
to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms of this Agreement and the Temporary Regulation
S Book-Entry Certificate. Upon any exchange of interests in the Temporary Regulation S Book-Entry Certificate for interests in
the Regulation S Book-Entry Certificate, the Certificate Registrar shall endorse the Temporary Regulation S Book-Entry Certificate
to reflect the reduction in the Certificate Balance represented thereby by the amount so exchanged and shall endorse the Regulation S
Book-Entry Certificate to reflect the corresponding increase in the amount represented thereby. Until so exchanged in full and except
as provided therein, the Temporary Regulation S Book-Entry Certificate, and the Certificates evidenced thereby, shall in all respects
be entitled to the same benefits under this Agreement as the Regulation S Book-Entry Certificate and Rule 144A Book-Entry
Certificate authenticated and delivered hereunder.


(g)                                  Non-Book
Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than (a) a Risk Retention
Certificate during the Transfer Restriction Period or (b) a Class R Certificate) wishes at any time to exchange its interest in such
Non-Book Entry Certificate for an interest in a Book-Entry Certificate of the same Class, or to Transfer all or part of such
Non-Book Entry Certificate to a Person who is entitled to take delivery




    		-334-	 



    


    

thereof in the form of an interest in a Book-Entry
Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream, if applicable, and the Depository, cause
the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial interest in the appropriate Book-Entry
Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07,
of (1) such Non-Book Entry Certificate, duly endorsed as provided herein, (2) instructions from such holder directing the
Certificate Registrar, as registrar, to credit, or cause to be credited, a beneficial interest in the applicable Book-Entry Certificate
equal to the portion of the Certificate Balance of the Non-Book Entry Certificate to be exchanged, such instructions to contain information
regarding the participant account with the Depository to be credited with such increase and (3) a certificate in the form of Exhibit M
hereto (in the event that the applicable Book-Entry Certificate is the Temporary Regulation S Book-Entry Certificate), in the
form of Exhibit N hereto (in the event that the applicable Book-Entry Certificate is the Regulation S Book-Entry Certificate)
or in the form of Exhibit O hereto (in the event that the applicable Book-Entry Certificate is the Rule 144A Book-Entry
Certificate), then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry
Certificate, shall, if applicable, execute, authenticate and deliver to the Transferor a new Non-Book Entry Certificate equal to the
aggregate Certificate Balance of the portion retained by such Transferor and shall instruct the Depository to increase, or cause to be
increased, such Book-Entry Certificate by the aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to
be exchanged and to credit, or cause to be credited, to the account of the Person specified in such instructions a beneficial interest
in the applicable Book-Entry Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate so
canceled. Upon the written direction of the Depositor (which may be by email to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate,
the Certificate Registrar shall execute any instrument as may be reasonably required by the Depository to effect such exchange.


(h)                                  Non-Book
Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted by Section
5.02(d), and subject to the issuance and Transfer of a Risk Retention Certificate during the Transfer Restriction Period in accordance
with Section 5.03(i), no Non-Book Entry Certificate shall be issued to a Transferee of an interest in any Rule 144A
Book-Entry Certificate, Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate or to a Transferee
of a Non-Book Entry Certificate (or any portion thereof).


(i)                                      Transfers
of Risk Retention Certificates. During the Transfer Restriction Period, if a Transfer of any Risk Retention Certificate after the
Closing Date is to be made, then the following documents shall be delivered to the Certificate Administrator, who shall facilitate such
Transfer in conjunction with the Certificate Registrar and shall refuse to register such Transfer unless it receives (and, upon receipt,
may conclusively rely upon) (i) instruction from the Certificateholder desiring to effect such Transfer and the Retaining Sponsor pursuant
to Section 5.02(e) directing the Certificate Administrator to release such Risk Retention Certificate from the Retained Certificate
Safekeeping Account in connection with a Transfer of such Risk Retention Certificate, (ii) a certification from such Certificateholder’s
prospective Transferee substantially in the form attached hereto as Exhibit D-3, with respect to the HRR Certificates,
which such certification is countersigned by the Retaining Sponsor with a medallion stamp guarantee of the Retaining Sponsor and countersigned
by the Depositor, (iii) a certification from the Certificateholder desiring to effect such Transfer substantially in the form attached
hereto as




    		-335-	 



    


    

Exhibit D-4, with respect to the
HRR Certificates, which such certification is countersigned by the Retaining Sponsor with a medallion stamp guarantee of the Retaining
Sponsor and countersigned by the Depositor, (iv) an IRS Form W-9 completed by the prospective Transferee and (v) contact information and
wiring instructions for the prospective Transferee. After the Transfer Restriction Period, and for so long as the Risk Retention Certificate,
as applicable, is not held in safekeeping, the Certificate Registrar shall refuse to register any Transfer unless it receives (x) a certification
from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit D-3, which such
certification is countersigned by the Retaining Sponsor with a medallion stamp guarantee of the Retaining Sponsor and countersigned by
the Depositor and (y) a certification from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto
as Exhibit D-4, which such certification is countersigned by the Retaining Sponsor with a medallion stamp guarantee of the Retaining
Sponsor and countersigned by the Depositor; provided that after the Transfer Restriction Period, the countersignature of the Retaining
Sponsor and the Depositor to such certifications shall not be required. Upon receipt of the foregoing certifications, the Certificate
Registrar shall, subject to Section 5.02(e) and Section 5.03(a), reflect such Risk Retention Certificate in the name of
the prospective Transferee. For the avoidance of doubt, in no event shall a Risk Retention Certificate be held as a Book-Entry Certificate
during the Transfer Restriction Period. Any attempted or purported transfer in violation of this Section 5.03(i) 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.


(j)                                      Other
Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates may be exchanged
only in accordance with such procedures as are substantially consistent with the provisions of subsections (c) through
(f) above (including the certification requirements intended to ensure that such Transfers comply with Rule 144A or Regulation
S under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate Registrar.


(k)                                   Restricted
Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, Transfers of interests
in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation S) shall be limited to Transfers
made pursuant to the provisions of subsection (e) above.


(l)                                      If
Non-Registered Certificates are issued upon the Transfer, exchange or replacement of Certificates bearing a restrictive legend relating
to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates so issued
shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered to the Certificate
Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the restrictions on Transfer
set forth therein are required to ensure that Transfers thereof comply with the provisions of Rule 144A or Regulation S under
the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate and deliver Certificates that do
not bear such legend.


(m)                                All
Certificates surrendered for registration of Transfer and exchange shall be canceled and subsequently destroyed by the Certificate Registrar
in accordance with the Certificate Registrar’s customary procedures.




    		-336-	 



    


    

(n)                                  With respect to the ERISA Restricted Certificates, no sale, Transfer, pledge or other disposition (other than any initial Transfer
to the Initial Purchasers or, with respect to the Risk Retention Certificates, the Retaining Party) of any such Certificate shall be
made unless the Trustee and Certificate Administrator shall have received either (i) a representation letter from the proposed
purchaser or Transferee of such Certificate substantially in the form of Exhibit F-1 attached hereto, to the effect that such
proposed purchaser or Transferee is not and will not be (A) an employee benefit plan or other plan subject to the fiduciary responsibility
provisions of ERISA or a plan subject to Section 4975 of the Code, or a governmental plan (as defined in Section 3(32)
of ERISA) or any other plan subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions
of ERISA or the Code (“Similar Law”) (each, a “Plan”) or (B) any person acting on behalf
of any such Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity by such Plan
and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA) or using the assets of
any such Plan to acquire such Certificate, other than an insurance company using the assets of its “insurance company general account”
(as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60) under circumstances whereby the purchase and
holding of such Certificates by such insurance company will be exempt from the prohibited transaction provisions of ERISA and the Code
under Sections I and III of Prohibited Transaction Class Exemption 95-60 (or, in the case of a Plan subject to Similar Law, where the
purchase, holding and disposition by such Plan will not constitute or result in a non-exempt violation of applicable Similar Law) or
(ii) if such Certificate is presented for registration in the name of a purchaser or Transferee that is any of the foregoing,
an Opinion of Counsel in form and substance satisfactory to the Trustee, the Certificate Administrator and the Depositor to the effect
that the acquisition and holding of such Certificate by such purchaser or Transferee will not constitute or result in a non-exempt
“prohibited transaction” within the meaning of ERISA or Section 4975 of the Code or a non-exempt violation of
any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Certificate Registrar, the Master Servicer, the
Special Servicer, any sub-servicer, the Initial Purchasers, the Underwriters, the Operating Advisor, the Asset Representations Reviewer
or the Depositor to any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or
any such Similar Law) in addition to those set forth in the Agreement. The Trustee and Certificate Administrator shall not register the
sale, Transfer, pledge or other disposition of any ERISA Restricted Certificate unless the Trustee and Certificate Administrator have
received either the representation letter described in clause (i) above or the Opinion of Counsel described in clause (ii)
above. The costs of any of the foregoing representation letters or Opinions of Counsel shall not be borne by any of the Depositor,
the Master Servicer, the Special Servicer, any sub-servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, the
Initial Purchasers, the Underwriters, the Operating Advisor, the Asset Representations Reviewer or the Trust. Each Certificate Owner
of an ERISA Restricted Certificate shall be deemed to represent that it is not and will not become a Person specified in clauses (i)(A)
or (i)(B) above. Any Transfer, sale, pledge or other disposition of any ERISA Restricted Certificates that would constitute
or result in a prohibited transaction under ERISA, Section 4975 of the Code or any Similar Law, or would otherwise violate the
provisions of this Section 5.03(n) shall be deemed absolutely null and void ab initio, to the extent permitted under
applicable law.


(o)                                  No
Class R Certificate may be purchased by or transferred to any prospective purchaser or Transferee that is or will be a Plan, or any person
acting on behalf of any




    		-337-	 



    


    

Plan (including an entity whose underlying
assets include Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA) or using the assets of any Plan to purchase any Class R Certificate. Each prospective Transferee
of a Class R Certificate shall deliver to the Transferor and the Certificate Administrator a representation letter, substantially in the
form of Exhibit F-2, stating that the prospective Transferee is not and will not become a Plan or a person acting on behalf
of any Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity by such Plan and the
application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA) or using the assets of any Plan.
Each Holder of a Class R Certificate shall be deemed to represent that it is not and will not become a Person specified in the second
preceding sentence. Any attempted or purported Transfer in violation of these Transfer restrictions shall be null and void ab initio
and shall vest no rights in any purported Transferee and shall not relieve the Transferor of any obligations with respect to the applicable
Certificates.


(p)                                  Each
Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership
Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership Interest
are expressly subject to the following provisions:


(i)                                      Each
Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such Residual
Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted Transferee.
Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or the status of the
beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition described in the first sentence of this
Section 5.03(p) by a Person who is not a Permitted Transferee or by a Person who is acting as an agent of a Person who is not
a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding owner who was a Permitted
Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest as soon and as fully as possible.


(ii)                                   No
Residual Ownership Interest may be transferred, and no such Transfer shall be registered in the Certificate Register, without the express
written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and such proposed Transfer
shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer of any Residual Ownership
Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed Transferee to deliver, and
the proposed Transferee shall deliver to the Certificate Registrar and to the proposed Transferor, an affidavit in substantially the
form attached as Exhibit D-1 (a “Transferee Affidavit”) of the proposed Transferee (A) that
such proposed Transferee is a Permitted Transferee and (B) stating that (1) the proposed Transferee historically has paid
its debts as they have come due and intends to do so in the future, (2) the proposed Transferee understands that, as the holder
of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows generated by the residual interest, (3) the
proposed Transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become due, (4) the proposed
Transferee will not




    		-338-	 



    


    

cause income with respect to the Residual
Ownership Interest to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax
treaty, of such proposed Transferee or any other U.S. Tax Person, (5) the proposed Transferee will not Transfer the Residual
Ownership Interest to any Person that does not provide a Transferee Affidavit or as to which the proposed Transferee has actual knowledge
that such Person is not a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person
that is not a Permitted Transferee, and (6) the proposed Transferee expressly agrees to be bound by and to abide by the provisions
of this Section 5.03(p) and (y) other than in connection with the initial issuance of a Class R Certificate, require a statement
from the proposed Transferor substantially in the form attached as Exhibit D-2 (the “Transferor Letter”),
that the proposed Transferor has no actual knowledge that the proposed Transferee is not a Permitted Transferee and has no actual knowledge
or reason to know that the proposed Transferee’s statements in its Transferee Affidavit are false.


(iii)                                 Notwithstanding
the delivery of a Transferee Affidavit by a proposed Transferee under clause (ii) above, if a Responsible Officer of the
Certificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer to such proposed Transferee
shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided, however, that
the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed Transferee is
a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to any Person that is a Disqualified
Organization or an agent thereof (including a broker, nominee or middleman) in contravention of the foregoing restrictions, and in any
event not later than sixty (60) days after a request for information from the Transferor of such Residual Ownership Interest or
such agent, the Certificate Registrar agrees to furnish to the Internal Revenue Service and the Transferor of such Residual Ownership
Interest or such agent such information necessary to the application of Section 860E(e) of the Code as may be required by the
Code, including, but not limited to, the present value of the total anticipated excess inclusions with respect to such Class R Certificate
(or portion thereof) for periods after such Transfer. At the election of the Certificate Registrar, the Certificate Registrar may charge
a reasonable fee for computing and furnishing such information to the Transferor or to such agent referred to above; provided,
however, that such Persons shall in no event be excused from furnishing such information.


(q)                                  The
Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


(r)                                     Notwithstanding
any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements respecting
payments to Certificateholders and other payees of interest or original issue discount that the Certificate Administrator reasonably
believes are applicable under the Code. The consent of Certificateholders or payees shall not be required for such withholding, and the
Certificateholders shall be required to provide the Certificate Administrator with such forms and such other information reasonably required
by the Certificate Administrator. If the Certificate Administrator does withhold any amount from interest or original issue discount
payments or advances thereof




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to any Certificateholder or payee pursuant
to federal withholding requirements, the Certificate Administrator shall indicate the amount withheld to such Person. Such amounts shall
be deemed to have been distributed to such Persons for all purposes of this Agreement.


(s)                                   Each
Certificate Owner of a Non-Registered Certificate shall be deemed to have represented and agreed as follows:


(i)                                      Such
Certificate Owner (A)(i) is a Qualified Institutional Buyer, (ii) is acquiring such Non-Registered Certificate for its own account or
for the account of another Qualified Institutional Buyer, as the case may be, and (iii) is aware that the sale of the Non-Registered
Certificates to it is being made in reliance on Rule 144A, (B)(i)(except with respect to the Class R Certificates) is an Institutional
Accredited Investor that is not a Qualified Institutional Buyer and that is purchasing such Non-Registered Certificate for its own account
or for the account of another Institutional Accredited Investor, and (ii) is not acquiring such Non-Registered Certificate with a view
to any resale or distribution of such Non-Registered Certificate other than in accordance with the restrictions set forth in this Section
5.03, or (C) (except with respect to the Class R Certificates) is an institution that is not a United States Securities Person, and
is purchasing such Non-Registered Certificate in an Offshore Transaction.


(ii)                                   Such
Certificate Owner understands that the Non-Registered Certificates have not been and will not be registered or qualified under the Securities
Act or any state or foreign securities laws and may not be reoffered, resold, pledged or otherwise transferred except (A) to a person
whom the purchaser reasonably believes is a Qualified Institutional Buyer in a transaction meeting the requirements of Rule 144A, (B)
(except with respect to the Class R Certificates) to an institution that is a non-United States Securities Person in an Offshore Transaction
in accordance with Rule 903 or 904 of Regulation S, or (C) (except with respect to the Class R Certificates) to an Institutional Accredited
Investor that is not a Qualified Institutional Buyer, and in each case, in accordance with any applicable federal securities laws and
any applicable securities laws of any state of the United States or any other jurisdiction.


(iii)                                Such
Certificate Owner understands that, if the purchaser of a Non-Registered Certificate is not a Qualified Institutional Buyer or a
non-United States Securities Person, the Non-Registered Certificates purchased by such purchaser may not be transferred in book-entry
form and may be transferred in physical form only in compliance with the restrictions in clause (ii)(C) above and no such transfer
of the Non-Registered Certificates owned by such Certificate Owner will be permitted unless the purchaser provides certification that
the transfer complies with such restrictions, as described in this Section 5.03.


(iv)                               Such
Certificate Owner is duly authorized to purchase the Non-Registered Certificates and its purchase of investments having the characteristics
of the Non-Registered Certificate is authorized under, and not directly or indirectly in contravention of, any law, rule, regulation,
charter, trust instrument or other operative document, investment guidelines or list of permissible or impermissible investments that
is applicable to such Certificate Owner.




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(t)                                     Each beneficial owner of a Certificate or any interest therein that is a Plan subject to ERISA or Section 4975 of the Code
(an “ERISA Plan”) or is acting on behalf of or using the assets of such an ERISA Plan will be deemed to have represented
and warranted that (i) none of the Depositor, the Mortgage Loan Sellers, the Trust, any Underwriter, any Initial Purchaser, the
Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or the Asset Representations
Reviewer, or any of their respective affiliated entities, has provided any investment recommendation or investment advice on which the
ERISA Plan or the fiduciary making the investment decision for the ERISA Plan has relied in connection with the decision to acquire Certificates,
and they are not otherwise acting as a fiduciary (within the meaning of Section 3(21) of ERISA or Section 4975(e)(3) of
the Code) to the ERISA Plan in connection with the ERISA Plan’s acquisition of Certificates (unless an applicable prohibited transaction
exemption is available (all of the conditions of which are satisfied) to cover the purchase and holding of the Certificates or the transaction
is not otherwise prohibited), and (ii) the ERISA Plan fiduciary making the decision to acquire the Certificates is exercising
its own independent judgment in evaluating the investment in the Certificates.


Section 5.04       
Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and
(b) there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless, then,
in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser,
the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor and interest in the Trust. In connection with the issuance of any new Certificate
under this Section 5.04, the Certificate Registrar may require the payment of a sum sufficient to cover any expenses (including
the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued pursuant to this Section
5.04 shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time.


Section 5.05       
Persons Deemed Owners. The Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Certificate
Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered as the owner of such Certificate
for the purpose of receiving distributions as provided in this Agreement and for all other purposes whatsoever, and none of the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar or any agent of any of them shall
be affected by any notice to the contrary; provided, however, that to the extent that a party to this Agreement responsible
for distributing any report, statement or other information required to be distributed to Certificateholders has been provided an Investor
Certification, such party to this Agreement shall distribute such report, statement or other information to such beneficial owner (or
prospective Transferee).


Section 5.06       Access to List of Certificateholders’ Names and Addresses; Special Notices. (a)  The
Certificate Registrar shall maintain in as current form as is reasonably practicable the most recent list available to it of the names
and addresses of the Certificateholders. If any Certificateholder that has provided an Investor Certification (i) requests in writing
from the Certificate Registrar a list of the names and addresses of Certificateholders, (ii) states that such




    		-341-	 



    


    

Certificateholder desires to communicate with
other Certificateholders with respect to its rights under this Agreement or under the Certificates and (iii) provides a copy of the
communication which Certificateholder proposes to transmit, then the Certificate Registrar shall, within ten (10) Business Days after
the receipt of such request, furnish such Certificateholder (at such Certificateholder’s sole cost and expense) a current list of
the Certificateholders. In addition, upon written request to the Certificate Administrator of any Certificateholder or Certificate Owner
(if applicable) that has provided an Investor Certification, the Certificate Administrator shall promptly notify such Certificateholder
or Certificate Owner of the identity of the then-current Directing Certificateholder. Every Certificateholder, by receiving and holding
a Certificate, agrees that the Certificate Registrar shall not be held accountable by reason of the disclosure of any such information
as to the list of the Certificateholders hereunder, regardless of the source from which information was derived. The Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Depositor shall be entitled to a list
of the names and addresses of Certificateholders from time to time upon request therefor.


(b)                                  (i) The
Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section 11.04(a)
prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution
Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners related to Certificateholders
or Certificate Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing such disclosure
(a “Special Notice”) regarding the request to communicate shall include the following and no more than the following
(a) the name of the Certificateholder or Certificate Owner making the request, (b) the date the request was received, (c) a
statement to the effect that the Certificate Administrator has received such request, stating that such Certificateholder or Certificate
Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible exercise of rights
under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may use to contact the
requesting Certificateholder or Certificate Owner. It is hereby understood that a disclosure in substantially the following form shall
be deemed to satisfy the requirements in the preceding sentence: “On [date], the Certificate Administrator received from [name],
a Certificateholder or Certificate Owner, a request to communicate with other Certificateholders and Certificate Owners in the securitization
transaction to which this report on Form 10-D relates (the “Securitization”). The requesting Certificateholder
or Certificate Owner is interested in communicating with other Certificateholders and Certificate Owners with regard to the possible
exercise of rights under the pooling and servicing agreement governing the Securitization. Other Certificateholders and Certificate Owners
may contact the requesting Certificateholder or Certificate Owner at [telephone number], [email address] and/or [mailing address].”


(ii)                                   In
verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if the
Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator shall not
require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record with respect
to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from such Certificateholder
or Certificate Owner that it is the beneficial owner of a Certificate and (y) one of the following documents confirming ownership
of such Certificate: a trade confirmation, an account




    		-342-	 



    


    

statement, a letter from a broker-dealer
or another document acceptable to the Certificate Administrator that is similar to any of the foregoing documents. The Certificate Administrator
shall not have any obligation to verify the information provided by any Certificateholder or Certificate Owner in any request to communicate
and may rely on such information conclusively. Additionally, any expenses the Certificate Administrator incurs in connection with any
request to communicate shall be paid by the Trust.


Section 5.07       
Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or offices
or agency or agencies where Certificates may be surrendered for registration of Transfer or exchange and where notices and demands to
or upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate Registrar initially
designates its office at 600 South 4th Street, 7th Floor, Minneapolis, Minnesota 55415 as its office for such purposes.
The Certificate Registrar shall give prompt written notice to the Certificateholders and the Mortgagors of any change in the location
of the Certificate Register or any such office or agency.


Section 5.08       
Appointment of Certificate Administrator. (a) Computershare Trust
Company, National Association is hereby initially appointed Certificate Administrator in accordance with the terms of this Agreement (including,
as applicable, any agents or affiliates utilized thereby). If the Certificate Administrator resigns or is terminated, the Trustee shall
appoint a successor certificate administrator which may be the Trustee or an Affiliate thereof to fulfill the obligations of the Certificate
Administrator hereunder which must satisfy the eligibility requirements set forth in Section 8.06.


(b)                                  The
Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s
Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order,
Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper
party or parties.


(c)                                   The
Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses of the REMIC”
within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the advice of such counsel
or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted
by it hereunder in good faith and in accordance therewith.


(d)                                  The
Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and
believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


(e)                                   The Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly
or by or through agents, affiliates or attorneys; provided, however, that the appointment of such agents, affiliates or
attorneys shall not relieve the Certificate Administrator of its duties or obligations hereunder.


(f)                                     The
Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the Special Servicer
or the Depositor.



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Section 5.09       [RESERVED].


Section 5.10       
Voting Procedures for Certificates. With respect to any matters submitted to Certificateholders for a vote, the Certificate
Administrator shall administer such vote through the Depository with respect to Book-Entry Certificates and directly with registered
Holders by mail with respect to Definitive Certificates. In each case, such vote shall be administered in accordance with the following
procedures, unless different procedures are otherwise described herein with respect to a specific vote:


(a)                                   Any
matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator. Such notice
shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline which shall
be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The notice
and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered Holders
of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s Website.
Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually receives the
notice and ballot.


(b)                                  In
connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings in the manner
set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance with their Voting
Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate Administrator in accordance
with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding Certificate Balance greater
than zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its vote, the vote may be changed or retracted
on or before the vote deadline. Any changes or retractions shall be communicated by the Certificateholder to the Certificate Administrator
in writing on a ballot. After the vote deadline has passed, votes may not be changed or retracted by any Holder unless the Holder wishing
to change or retract its vote holds a sufficient portion of the Voting Rights such that the Holder, by its vote alone, could approve
or deny the proposition subject to a vote without taking into consideration the votes cast by any other Holder. Transferees or purchasers
of any Class of Certificates are subject to and shall be bound by all votes of Holders initiated or conducted prior to its acquisition
of such Certificate.


(c)                                   The
Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator
shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible or incomplete
ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be counted. Promptly after
the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of the vote. Such notice shall include
the percentage of Voting Rights in favor of the proposition, the percentage against the proposition and the percentage abstaining. In
addition, the notice will announce whether the proposition has been adopted by Certificateholders. The notice shall be distributed in
accordance with the methods described in Section 5.10(a) above. The Certificate Administrator shall also include such notice on
the Form 10-D prepared in connection with the distribution period that corresponds with the date such notice is distributed.
All vote tabulations shall be final and the Certificate Administrator




    		-344-	 



    


    

shall not, absent manifest error, re-tabulate
the votes or conduct a new vote for the same proposition.


(d)                                  Any
and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne by the
Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or answer questions other
than process-related questions regarding the administration of the vote.


(e)                                   If
any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration of the Trust
that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote and the Certificate
Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided herein, all such votes
require a majority of Certificateholders to carry a proposition.


[End of Article V]


ARTICLE
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE DIRECTING
CERTIFICATEHOLDER


Section 6.01       
Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations
Reviewer. (a)  The Master Servicer, for itself only, hereby represents,
warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders, each Serviced Companion Noteholder,
the Depositor, the Certificate Administrator, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of
the Closing Date, that:


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


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


(iii)                                The
Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated by
this Agreement, has




    		-345-	 



    


    

duly authorized the execution, delivery
and performance of this Agreement, and has duly executed and delivered this Agreement;


(iv)                               This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable
bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally,
and, to the extent applicable, the rights of creditors of national banks or of “financial companies” (as defined in Section 201
of the Dodd-Frank Act) or their Affiliates, and (B) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;


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


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


(vii)                            The
Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect to
such risks, which in either case complies with the requirements of Section 3.07;


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


(ix)                                 To
its actual knowledge, the Master Servicer is not a Risk Retention Affiliate of the Third Party Purchaser.


(b)                                  The
Special Servicer, for itself only, hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the
Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the Asset
Representations Reviewer and the Operating Advisor, as of the Closing Date, that:




    		-346-	 



    


    

(i)                                      The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the
State of Delaware;


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


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


(iv)                               This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding obligation
of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable
bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights
generally, and, to the extent applicable, the rights of creditors of national banks or of “financial companies” (as defined
in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law;


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


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


(vii)                            The
Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect to such risks,
which in either case complies with the requirements of Section 3.07; and


(viii)                         No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law
for the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this




    		-347-	 



    


    

Agreement or the consummation of the
transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval, authorization or order which has
been obtained or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, or which,
if not obtained would not have a materially adverse effect on the ability of the Special Servicer to perform its obligations hereunder.


(c)                                   The
Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the Special Servicer and the Asset
Representations Reviewer, as of the Closing Date, that:


(i)                                      The
Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of
New York and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property is located to the extent
necessary to perform its obligations under this Agreement;


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


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


(iv)                               This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding obligation
of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject to (A) applicable
bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights
generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity
or at law;


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




    		-348-	 



    


    

(vi)                               The Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with
respect to such risks, which in either case complies with the requirements of Section 3.07;


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


(viii)                         No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for the
execution, delivery and performance by the Operating Advisor of, or compliance by the Operating Advisor with, this Agreement or the consummation
of the transactions of the Operating Advisor contemplated by this Agreement, except for any consent, approval, authorization or order
which has been obtained or can be obtained prior to the actual performance by the Operating Advisor of its obligations under this Agreement,
or which, if not obtained would not have a materially adverse effect on the ability of the Operating Advisor to perform its obligations
hereunder; and


(ix)                                 The
Operating Advisor is an Eligible Operating Advisor.


(d)                                  The Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders
and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, as of the Closing Date, that:


(i)                                      The
Asset Representations Reviewer is a limited liability company duly organized, validly existing and in good standing under the laws of
the State of New York, and the Asset Representations Reviewer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


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


(iii)                                The
Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this




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Agreement, has duly authorized the execution,
delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


(iv)                               This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding obligation
of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of
creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;


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


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


(vii)                            The
Asset Representations Reviewer has errors and omissions coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07;


(viii)                          No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for the
execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations Reviewer with,
this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this Agreement, except for
any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual performance by the Asset
Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not have a materially adverse effect
on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


(ix)                                 The
Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


(e)                                   The
representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery
of this Agreement. Upon written notice or actual knowledge by any party to this Agreement (or upon written notice thereof from any Certificateholder
or any Companion Holder) of a breach of any of the representations and




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warranties set forth in this Section 6.01
which materially and adversely affects the interests of any party to this Agreement or the Certificateholders the party discovering such
breach shall give prompt written notice to the other parties hereto, each certifying Certificateholder and, prior to the occurrence and
continuance of a Control Termination Event, the Directing Certificateholder.


Section 6.02       
Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer.
The Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer shall be liable
in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken by the Depositor, the
Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer herein.


Section 6.03       
Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the
Asset Representations Reviewer. (a) Subject to subsection (b)
below, each of the Depositor, the Master Servicer and the Special Servicer will keep in full effect its existence, rights and franchises
as an entity under the laws of the jurisdiction of its incorporation or organization, and each will obtain and preserve its qualification
to do business as a foreign entity in each jurisdiction in which qualification is or shall be necessary to protect the validity and enforceability
of this Agreement, the Certificates or any of the Mortgage Loans or Companion Loans and to perform its respective duties under this Agreement.


(b)                                  Each
of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer may be merged
or consolidated with or into any Person, or Transfer all or substantially all of its assets (which may be limited to all or substantially
all of its assets related to commercial mortgage loan servicing, asset representations reviewing or commercial mortgage surveillance,
as the case may be) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer shall be a party, or any Person succeeding
to the business of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer,
shall be the successor of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations
Reviewer (such Person, in the case of the Master Servicer or the Special Servicer, in each of the foregoing cases, the “Surviving
Entity”), as the case may be, hereunder, without the execution or filing of any paper (other than an assumption agreement wherein
the successor shall agree to perform the obligations of and serve as the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, or the Asset Representations Reviewer, as the case may be, in accordance with the terms of this Agreement) or any further act
on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that with
respect to such merger, consolidation or succession, Rating Agency Confirmation is received from each Rating Agency with respect to the
Classes of Certificates and, with respect to any class of Serviced Companion Loan Securities, a confirmation is received from each applicable
rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates as described in Section 3.25); provided, further, that if the Master
Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor enters into a merger and the Master




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Servicer, the Special Servicer, the Asset Representations
Reviewer or the Operating Advisor, as applicable, is the Surviving Entity under applicable law, the Master Servicer, the Special Servicer
or the Operating Advisor, as applicable, shall not, as a result of the merger, be required to provide a Rating Agency Confirmation with
respect to ratings of the Classes of Certificates or, with respect to any class of Serviced Companion Loan Securities, a confirmation
of the rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings; provided,
further, that for so long as the Trust, and, with respect to any Serviced Companion Loan included as part of the trust in a related
Other Securitization, is subject to the reporting requirements of the Exchange Act, if the Master Servicer, the Special Servicer or the
Operating Advisor notifies the Depositor in writing (a “Merger Notice”) of any such merger, consolidation, conversion
or other change in form, and the Depositor or the depositor in such Other Securitization, as the case may be, notifies the Master Servicer,
the Special Servicer or the Operating Advisor, as applicable, in writing that the Depositor or the depositor in such Other Securitization,
as the case may be, has discovered that such successor entity has not complied with its Exchange Act reporting obligations under any other
commercial mortgage loan securitization (and specifically identifying the instance of noncompliance), then it shall be an additional condition
to such succession that the Depositor or the depositor in such Other Securitization, as the case may be, shall have consented (which consent
shall not be unreasonably withheld or delayed) to such successor entity. Notwithstanding the foregoing, no Master Servicer, Special Servicer
or Operating Advisor may remain the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, under this Agreement
after (x) being merged or consolidated with or into any Person that is a Prohibited Party, or (y) transferring all or substantially
all of its assets to any Person if such Person is a Prohibited Party, except to the extent (i) the Master Servicer, the Special Servicer
or Operating Advisor, as applicable, is the Surviving Entity of such merger, consolidation or transfer and has been and continues to be
in compliance with its Regulation AB reporting obligations hereunder or (ii) the Depositor consents to such merger, consolidation
or transfer, which consent shall not be unreasonably withheld. If, within sixty (60) days following the date of delivery of the Merger
Notice to the Depositor or the depositor in such Other Securitization, as the case may be, the Depositor or depositor in such Other Securitization,
as the case may be, shall have failed to notify the Master Servicer or the Special Servicer, as applicable, in writing of the Depositor’s
determination, or depositor’s determination, in the case of an Other Securitization, to grant or withhold such consent, such failure
shall be deemed to constitute a grant of such consent. If the conditions to the provisions in the second preceding sentence are not met,
the Trustee may terminate, and if the conditions set forth in the third proviso of the third preceding sentence are not met the Trustee
shall terminate, the applicable Surviving Entity’s servicing of the Mortgage Loans pursuant hereto, such termination to be effected
in the manner set forth in Section 7.01.


(i)               
The Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction
of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties under
this Agreement.


(ii)             
Any Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any merger
or consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the Asset Representations
Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed to have assumed all of the liabilities
and




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obligations of such Asset Representations
Reviewer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that the Trustee has received a Rating Agency Confirmation with
respect to such successor or surviving Person.


Section 6.04       
Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and Others. (a) None of the Depositor, the Master Servicer (including
in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer
or any of the partners, directors, officers, shareholders, members, managers, employees or agents of any of the foregoing shall be under
any liability to the Trust, the Certificateholders or the Companion Holders for any action taken or for refraining from the taking of
any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall
not protect the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer or any such Person against any breach of warranties or representations made
herein or any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of
such party’s duties or by reason of negligent disregard of such party’s obligations and duties hereunder. The Depositor, the
Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer and any partner, director, officer, shareholder, member, manager, employee or agent of the Depositor, the
Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Operating Advisor or the
Asset Representations Reviewer, and any of the partners, directors, officers, shareholders, members, managers, employees or agents of
any of the foregoing may rely on any document of any kind which, prima facie, is properly executed and submitted by any Person
respecting any matters arising hereunder. The Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if
applicable), the Special Servicer, the Asset Representations Reviewer and the Operating Advisor and any partner, director, officer, shareholder,
member, manager, employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and
expenses (including, without limitation, costs and expenses of litigation and of enforcement of this indemnity, and of investigation,
counsel fees, damages, judgments and amounts paid in settlement) incurred in connection with any actual or threatened legal or administrative
action (whether in equity or at law) or claim relating to this Agreement, the Mortgage Loans, the Companion Loans or the Certificates,
other than any loss, liability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred
in connection with any breach of a representation or warranty made by it herein; (iii) incurred by reason of bad faith, willful misconduct
or negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations or duties;
or (iv) in the case of the Depositor and any of its partners, directors, officers, shareholders, members, managers, employees and
agents, incurred in connection with any violation by any of them of any state or federal securities law. In addition, absent actual fraud
(as determined by a final non-appealable court order), neither the Trustee nor the Certificate Administrator (including in its capacity
as Custodian, Certificate Registrar and 17g-5 Information Provider) shall be liable for special, punitive, indirect or consequential
loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee or the Certificate Administrator
has been advised of the




    		-353-	 



    


    

likelihood of such loss or damage and regardless
of the form of action. Each of the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer,
the Asset Representations Reviewer and the Operating Advisor conclusively may rely on, and shall be protected in acting or refraining
from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, financial statement, agreement, Appraisal, bond or other document (in electronic or
paper format) as contemplated by and in accordance with this Agreement and reasonably believed or in good faith believed by the Master
Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Asset Representations Reviewer
or the Operating Advisor to be genuine and to have been signed or presented by the proper party or parties and each of them may consult
with counsel, in which case any written advice of counsel or Opinion of Counsel shall be full and complete authorization and protection
with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of
Counsel.


(b)            
None of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer,
the Operating Advisor or the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any legal
or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its respective duties
under this Agreement or which in its opinion may involve it in any expense or liability not recoverable from the Trust; provided,
however, that each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations
Reviewer may in its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in
respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders (and, in the case
of any Serviced Whole Loan, the rights of the Certificateholders and the holders of a Serviced Companion Loan (as a collective whole)
taking into account the subordinate or pari passu nature of such Serviced Companion Loan); provided, however, that
if a Serviced Whole Loan and/or the holder of any related Companion Loan are involved, such expenses, costs and liabilities will be payable
out of funds related to the applicable Serviced Whole Loan in accordance with the related Intercreditor Agreement and will also be payable
out of the other funds in the Collection Account if amounts on deposit with respect to such Serviced Whole Loan are insufficient therefor.
If any such expenses, costs or liabilities relate to a Mortgage Loan or Companion Loan, then any subsequent recovery on that Mortgage
Loan or Companion Loan, as applicable, will be used to reimburse the Trust for any amounts advanced for the payment of such expenses,
costs or liabilities. In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any liability
resulting therefrom shall be expenses, costs and liabilities of the Trust, and the Depositor, the Master Servicer (including in its capacity
as Companion Paying Agent, if applicable), the Special Servicer, the Asset Representations Reviewer and the Operating Advisor shall be
entitled to be reimbursed therefor out of amounts attributable to the Mortgage Loans or the Companion Loan on deposit in the Collection
Account (including, without duplication, any subaccount thereof), as provided by Section 3.05(a)(xiii).


(c)              
Each of the Master Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the related
Serviced Companion Noteholders, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer
(including in its capacity as Companion Paying Agent, if applicable) (in the case of the




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Special Servicer), the Special Servicer (in
the case of the Master Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof,
and hold them harmless, from and against any and all claims, disputes, losses, penalties, fines, forfeitures, reasonable legal fees and
related costs (including, without limitation, in connection with the enforcement of such indemnified party’s rights under this Agreement),
judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful
misconduct, bad faith or negligence of the Master Servicer or the Special Servicer, as the case may be, in the performance of its obligations
and duties under this Agreement or by reason of negligent disregard by the Master Servicer or the Special Servicer, as the case may be,
of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein by the Master Servicer
or the Special Servicer, as applicable. The Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer
or the Operating Advisor, as the case may be, shall immediately notify the Master Servicer or the Special Servicer, as applicable, if
a claim or dispute is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification
hereunder, whereupon the Master Servicer or the Special Servicer, as the case may be, shall assume the defense of such claim or dispute
(with counsel reasonably satisfactory to the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or the Depositor, as applicable) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge
and satisfy any judgment or decree which may be entered against it or them in respect of such claim or dispute. Any failure to so notify
the Master Servicer or the Special Servicer, as the case may be, shall not affect any rights any of the foregoing Persons may have to
indemnification under this Agreement or otherwise, unless the Master Servicer’s or the Special Servicer’s, as the case may
be, defense of such claim or dispute is materially prejudiced thereby.


Each of the Master Servicer
and the Special Servicer shall indemnify and hold harmless the Depositor from and against any claims, losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Depositor or its Affiliates
that arise out of or are based upon, severally and not jointly (i) a breach by the Master Servicer or the Special Servicer, as applicable,
of any obligation it has to deliver information to the 17g-5 Information Provider as set forth in this Agreement, including Section
3.07(a), Section 3.08, Section 3.09(e), Section 3.12, Section 3.17(c) and Section 3.18(g) or (ii) a
breach by the Master Servicer or the Special Servicer, as applicable, of any obligation it has set forth in Section 3.13(d), Section
3.13(g) and Section 3.13(j).


(d)              
Each of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the
Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Certificate
Administrator (in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor, the Asset
Representations Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee or agent thereof, and
hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs
(including, without limitation, in connection with the enforcement of such indemnified party’s rights under this Agreement), judgments,
and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct,
bad faith or negligence of the Trustee or the Certificate Administrator, respectively, in the performance of its obligations and duties
under this Agreement or by reason of negligent disregard by the Trustee or




    		-355-	 



    


    

the Certificate Administrator, respectively,
of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein; provided that
such indemnity shall not cover indirect or consequential damages. The Depositor, the Master Servicer, the Special Servicer, the Asset
Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Trustee and the Certificate Administrator,
respectively, if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification
hereunder, whereupon the Trustee or the Certificate Administrator shall assume the defense of such claim (with counsel reasonably satisfactory
to the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the
Asset Representations Reviewer or the Operating Advisor) and pay all expenses in connection therewith, including counsel fees, and promptly
pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so
notify the Trustee or the Certificate Administrator shall not affect any rights any of the foregoing Persons may have to indemnification
under this Agreement or otherwise, unless the Trustee’s or the Certificate Administrator’s defense of such claim is materially
prejudiced thereby.


(e)              
The Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the
Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trust
and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, disputes, losses, penalties, fines, forfeitures, reasonable legal fees and related costs (including, without limitation,
in connection with the enforcement of such indemnified party’s rights under this Agreement), judgments, and any other costs, liabilities,
fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Depositor,
in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Depositor of its duties
and obligations hereunder or by reason of breach of any representations or warranties made herein; provided that such indemnity
shall not cover indirect or consequential damages. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Depositor if a claim or
dispute is made by a third party with respect to this Agreement, whereupon the Depositor shall assume the defense of such claim or dispute
(with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent, if applicable) or the
Special Servicer, as the case may be) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge
and satisfy any judgment or decree which may be entered against it or them in respect of such claim or dispute. Any failure to so notify
the Depositor shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Depositor’s defense of such claim or dispute is materially prejudiced thereby.


(f)              
The Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent, if applicable),
the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust and
any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any
and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs (including, without limitation, in connection
with the enforcement of such indemnified party’s rights under this Agreement), judgments, and any other costs, liabilities,




    		-356-	 



    


    

fees and expenses that any of them may sustain
arising from or as a result of any willful misconduct, bad faith or negligence of the Operating Advisor, in the performance of its obligations
and duties under this Agreement or by reason of negligent disregard by the Operating Advisor of its duties and obligations hereunder or
by reason of breach of any representations or warranties made herein; provided that such indemnity shall not cover indirect or
consequential damages. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer or the Depositor, as the case may be, shall immediately notify the Operating Advisor if a claim is made by a third party with
respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Operating Advisor shall
assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion
Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor)
and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which
may be entered against it or them in respect of such claim. Any failure to so notify the Operating Advisor shall not affect any rights
any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating Advisor’s defense
of such claim is materially prejudiced thereby.


(g)                                  Neither
the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers, employees or agents
of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for refraining from the taking
of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Operating Advisor against any liability which would otherwise be imposed by reason of willful misconduct, bad faith
or negligence in the performance of duties or by reason of negligent disregard of obligations and duties hereunder.


(h)                                   The
Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent, if applicable),
the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the Trust and any partner,
director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related costs (including, without limitation, in connection with the
enforcement of such indemnified party’s rights under this Agreement), judgments, and any other costs, liabilities, fees and expenses
that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Asset Representations
Reviewer, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Asset Representations
Reviewer of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein; provided
that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor or the Depositor, as the case may be, shall immediately notify the Asset Representations
Reviewer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification
hereunder, whereupon the Asset Representations Reviewer shall assume the defense of such claim (with counsel reasonably satisfactory
to the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly
pay, discharge and satisfy any judgment or decree which may be entered against it or




    		-357-	 



    


    

them in respect of such claim. Any failure
to so notify the Asset Representations Reviewer shall not affect any rights any of the foregoing Persons may have to indemnification under
this Agreement or otherwise, unless the Asset Representations Reviewer’s defense of such claim is materially prejudiced thereby.


(i)                                      The
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Paying Agent, Non-Serviced Operating
Advisor (if any), Non-Serviced Depositor, Non-Serviced Certificate Administrator and Non-Serviced Trustee, and any of their
respective partners, directors, officers, shareholders, members, managers, employees or agents, shall be indemnified by the Trust and
held harmless against the Trust’s pro rata share (subject to the applicable Non-Serviced Intercreditor Agreement) of
any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses incurred in connection with the servicing and administration of a Non-Serviced Whole Loan and the related Non-Serviced
Mortgaged Property under the applicable Non-Serviced PSA (as and to the same extent the applicable Non-Serviced Trust is required
to indemnify such parties in respect of other mortgage loans in the applicable Non-Serviced Trust pursuant to the terms of the related
Non-Serviced PSA).


The indemnification provided
herein shall survive the termination of this Agreement and the termination or resignation of the Master Servicer (including in its capacity
as Companion Paying Agent, if applicable), the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or
the Asset Representations Reviewer.


(j)                                      For
purposes of this Section 6.04 and Section 11.12, the Master Servicer or Special Servicer, as the case may be, will be deemed
not to have engaged in willful misconduct or committed bad faith or negligence in the performance of their respective obligations and
duties hereunder or acted in negligent disregard of such obligations and duties if the Master Servicer or the Special Servicer, as applicable,
fails to follow any terms of any Mortgage Loan documents because the Master Servicer or the Special Servicer, as applicable, in accordance
with the Servicing Standard, determines that compliance with such terms would or potentially would cause an Adverse REMIC Event (for
which determination the Master Servicer and the Special Servicer shall be entitled to rely on advice of counsel, the cost of which will
be reimbursed as an additional expense of the Trust).


Section 6.05       
Depositor, Master Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.03, neither
the Master Servicer nor the Special Servicer shall resign from their respective obligations and duties hereby imposed on each of them
except upon (a) determination that such party’s duties hereunder are no longer permissible under applicable law or are in material
conflict by reason of applicable law with any other activities carried on by it or (b) in the case of the Master Servicer or the
Special Servicer, upon the appointment of, and the acceptance of such appointment by, a successor (which may be appointed by the resigning
Master Servicer or Special Servicer, as applicable), and receipt by the Certificate Administrator and the Trustee of Rating Agency Confirmation
from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25). Any such determination permitting the resignation of the




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Master Servicer or the Special Servicer pursuant
to clause (a) above shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect delivered
to the Trustee and (prior to the occurrence and continuance of a Consultation Termination Event) the Directing Certificateholder. Unless
applicable law requires the resignation of the Master Servicer or the Special Servicer (as the case may be) to be effective immediately,
and the Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation by the Master Servicer or the Special
Servicer under clause (a) above shall become effective until the Trustee or a successor master servicer or special servicer,
as applicable, shall have assumed the Master Servicer’s or the Special Servicer’s, as applicable, responsibilities and obligations
in accordance with Section 7.02 and no such resignation by the Master Servicer or the Special Servicer shall become effective until
the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K
filings have been completed with respect to any related Companion Loan. Upon any termination (as described in Section 7.01(c))
or resignation of the Master Servicer or the Special Servicer, pursuant to this Section 6.05, the Master Servicer or the Special
Servicer, as applicable, shall have the right and opportunity to appoint any successor master servicer or special servicer with respect
to this Section 6.05; provided that such successor master servicer or special servicer shall not be the Asset Representations
Reviewer, the Operating Advisor or one of their respective Affiliates and (prior to the occurrence and continuance of a Control Termination
Event) such successor special servicer is approved by the Directing Certificateholder, such approval not to be unreasonably withheld.
The resigning party shall pay all reasonable out-of-pocket costs and expenses (including reasonable out-of-pocket costs and expenses incurred
by the Trustee and the Certificate Administrator) associated with a transfer of its duties pursuant to this Section 6.05. Except
as provided in Section 7.01(c), in no event shall the Master Servicer or the Special Servicer have the right to appoint any successor
master servicer or special servicer if the Master Servicer or Special Servicer, as applicable, is terminated or removed pursuant to Section
7.01.


Section 6.06       
Rights of the Depositor in Respect of the Master Servicer and the Special Servicer. The Depositor may, but is not obligated
to, enforce the obligations of the Master Servicer and the Special Servicer hereunder and may, but is not obligated to, perform, or cause
a designee to perform, any defaulted obligation of the Master Servicer and the Special Servicer hereunder or exercise the rights of the
Master Servicer or the Special Servicer, as applicable, hereunder; provided, however, that the Master Servicer and the Special
Servicer shall not be relieved of any of their respective obligations hereunder by virtue of such performance by the Depositor or its
designee. The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer or the
Special Servicer and is not obligated to supervise the performance of the Trustee, the Master Servicer, the Operating Advisor or the Special
Servicer under this Agreement or otherwise.


Section 6.07      
The Master Servicer and the Special Servicer as Certificate Owner. The Master Servicer, the Special Servicer or any Affiliate
thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate
with (except as otherwise set forth in the definition of “Certificateholder”) the same rights it would have if it were
not the Master Servicer, the Special Servicer or an Affiliate thereof.


Section 6.08       
The Directing Certificateholder.


(a)                                   Other
than with respect to any Serviced AB Whole Loan that is not subject to an AB Control Appraisal Period, for so long as no Control Termination
Event has occurred and




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is continuing, the Directing Certificateholder
shall be entitled to advise (1) the Special Servicer with respect to all Major Decisions for all Mortgage Loans (other than any Excluded
Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class), (2) the Special Servicer
with respect to all Mortgage Loans, as to the Special Servicer Decisions described in clauses (iv), (v), (vi) and
(vii) of the definition of “Special Servicer Decision” and (3) the Master Servicer to the extent the Directing
Certificateholder’s consent is required by clauses (x) and (xii) of the definition of “Master Servicer
Decision”, and shall have the right to replace the Special Servicer with or without cause pursuant to Section 7.01(d) and
have certain other rights described below. Notwithstanding anything herein to the contrary, except as set forth in, and in any event subject
to, the third and fourth paragraphs of this Section 6.08(a) and Section 6.08(b), for so long as no Control Termination Event
has occurred and is continuing (such limitation not to be applicable to a Loan-Specific Directing Certificateholder), the Special Servicer
shall only be permitted to take any of the following actions (each, a “Major Decision”) as to which the Directing Certificateholder
has consented in writing within ten (10) Business Days after the Directing Certificateholder’s receipt of the Special Servicer’s
written recommendation and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably available
to the Special Servicer in order to grant or withhold such consent, which report may (in the sole discretion of the Special Servicer)
take the form of an Asset Status Report (the “Major Decision Reporting Package”) (provided that if such written
consent has not been received by the Special Servicer within such ten (10) Business Day period, then the Directing Certificateholder
will be deemed to have approved such action):


(i)                                      any
proposed or actual foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of the ownership of properties
securing any Mortgage Loan (other than a Non-Serviced Mortgage Loan) and Serviced Companion Loan that comes into and continues in
default;


(ii)                                   any
modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or material non-monetary
term (including, without limitation, a Payment Accommodation, the timing of payments and acceptance of discounted payoffs) of a Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan or any extension of the maturity date of such Mortgage Loan
or Serviced Whole Loan other than in connection with a maturity default if a refinancing or sale is expected within 120 days as
provided in clause (viii) of the definition of “Master Servicer Decision” or as otherwise set forth in clause (xi)
of the definition of “Master Servicer Decision”;


(iii)                                following
a default or an event of default with respect to a Mortgage Loan or Serviced Whole Loan, any exercise of remedies, including the acceleration
of the Mortgage Loan or Serviced Whole Loan or initiation of any proceedings, judicial or otherwise, under the related Mortgage Loan
documents;


(iv)                               any
sale of a Defaulted Loan and any related defaulted Companion Loan, or any REO Property (other than in connection with the termination
of the Trust) or a defaulted Non-Serviced Mortgage Loan that the Special Servicer is permitted to sell in accordance with Section
3.16(a)(iii) of this Agreement and the related Intercreditor Agreement in each case, for less than the applicable Purchase Price;




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(v)                                  any determination to bring a an REO Property into compliance with applicable environmental laws or to otherwise address hazardous
material located at a an REO Property;


(vi)                               any
release of material collateral or any acceptance of substitute or additional collateral for a Mortgage Loan (other than any Non-Serviced
Mortgage Loan) or Serviced Whole Loan or any consent to either of the foregoing, other than if (i) required pursuant to the specific
terms of the related Mortgage Loan documents or (ii) a release of a non-material, non-income producing parcel as described under clause
(ii) or clause (v) of the definition of “Master Servicer Decision”, and for which there is no lender discretion;


(vii)                            any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or a Serviced Whole Loan, or any consent to such a waiver or consent to a transfer of the Mortgaged Property or interests
in the Mortgagor or consent to the incurrence of additional debt, other than any such transfer or incurrence of debt as described
under clause (xiii) or clause (xv) of the definition of “Master Servicer Decision”;


(viii)                         any
property management company changes with respect to a Mortgage Loan, including, without limitation, approval of the termination of a
manager and appointment of a new property manager, in each case, if the replacement property manager is a Borrower Party or the Mortgage
Loan has an outstanding principal balance equal to or greater than $10,000,000;


(ix)                                 any
franchise changes with respect to a Mortgage Loan for which the lender is required to consent or approve such changes under the related
Mortgage Loan documents;


(x)                                    releases
of any material amounts from Earnout or Performance Escrows or Reserves, other than those required pursuant to the specific terms of
the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan and for which there is no lender discretion,
and other than Routine Disbursements undertaken by the Master Servicer on Mortgage Loans that are Non-Specially Serviced Loans and any
such releases described in clause (iii) of the definition of “Special Servicer Decisions” undertaken by the Special Servicer
under the this Agreement;


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


(xii)                              unless
processed by the Master Servicer pursuant to clause (ix) of the definition of “Master Servicer Decision”, any modification,
amendment, consent to a modification or waiver of any material term of any Intercreditor Agreement, co-lender agreement or similar
agreement with any mezzanine lender, subordinate debt holder or Pari Passu Companion Loan Holder related to a Mortgage Loan or
Whole Loan, or any




    		-361-	 



    


    

action to enforce rights (or decision
not to enforce rights) with respect thereto; provided, however, that any such modification or amendment that would adversely
impact the Master Servicer shall additionally require the consent of the Master Servicer as a condition to its effectiveness;


(xiii)                           agreeing
to any modification, waiver, consent or amendment of the related Mortgage Loan or Serviced Whole Loan in connection with a defeasance
if such proposed modification, waiver, consent or amendment is with respect to (A) a modification of the type of defeasance collateral
required under the Mortgage Loan or Serviced Whole Loan documents such that defeasance collateral other than direct, non-callable obligations
of the United States would be permitted or (B) a modification that would permit a principal prepayment instead of defeasance if
the applicable loan documents do not otherwise permit such principal prepayment;


(xiv)                          other
than with respect to a Non-Specially Serviced Loan, any determination of Acceptable Insurance Default; and


(xv)                             any
consent to incurrence of additional debt by a Mortgagor or mezzanine debt by a direct or indirect parent of a Mortgagor, to the extent
the mortgagee’s approval is required under the related Mortgage Loan documents;


provided, however, that, in the
event that the Special Servicer or the Master Servicer, as the case may be, determines that immediate action, with respect to the foregoing
matters or any Master Servicer Decision, or any other matter requiring consent of the Directing Certificateholder prior to the occurrence
and continuance of a Control Termination Event in this Agreement (or any matter requiring consultation with the Directing Certificateholder
or the Operating Advisor), is necessary to protect the interests of the Certificateholders (or, with respect to any Serviced Whole Loan,
the interest of the Certificateholders and the holders of any related Serviced Companion Loan) (as a collective whole (taking into account
the subordinate or pari passu nature of any Companion Loans)), the Special Servicer or the Master Servicer, as the case may
be, may take any such action without waiting for the Directing Certificateholder’s response (or without waiting to consult with
the Directing Certificateholder or the Operating Advisor, as the case may be); provided, further, that the Special Servicer or
the Master Servicer, as the case may be, provides the Directing Certificateholder (or the Operating Advisor, if applicable) with prompt
written notice following such action including a reasonably detailed explanation of the basis therefor. Neither the Master Servicer nor
the Special Servicer is required to obtain the consent of the Directing Certificateholder for any of the foregoing actions or any other
matter requiring consent of the Directing Certificateholder after the occurrence and during the continuance of a Control Termination Event;
provided, however, that, after the occurrence and during the continuance of a Control Termination Event, the Special Servicer
shall consult with the Directing Certificateholder (only prior to the occurrence and continuance of a Consultation Termination Event)
in connection with any Major Decision not relating to an Excluded Loan (and any other actions which otherwise require consultation with
the Directing Certificateholder prior to the occurrence and continuance of a Consultation Termination Event hereunder) and consider alternative
actions recommended by the Directing Certificateholder in respect thereof. In the event the Special Servicer receives no response from
the Directing Certificateholder within 10 Business Days following its written request for input on any required consultation, the Special
Servicer shall not be obligated to consult




    		-362-	 



    


    

with the Directing Certificateholder on the
specific matter; provided, however, that the failure of the Directing Certificateholder to respond shall not relieve the
Special Servicer or the Master Servicer, as applicable, from consulting with the Directing Certificateholder on any future matters with
respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan with respect to such party) or
Serviced Whole Loan. The Special Servicer shall provide each Major Decision Reporting Package to the Operating Advisor (a) prior to the
occurrence of an Operating Advisor Consultation Event, promptly after the Special Servicer receives the Directing Certificateholder’s
approval or deemed approval with respect to such Major Decision or (b) following the occurrence and during the continuance of an Operating
Advisor Consultation Event, simultaneously upon providing such Major Decision Reporting Package to the Directing Certificateholder; provided,
however, that, with respect to any Non-Specially Serviced Loan other than an Excluded Loan, no Major Decision Reporting Package
shall be required to be delivered prior to the occurrence and continuance of an Operating Advisor Consultation Event. With respect to
any particular Major Decision and related Major Decision Reporting Package and any Asset Status Report, the Special Servicer shall make
available to the Operating Advisor a Servicing Officer with relevant knowledge regarding the related Mortgage Loan and such Major Decision
and/or Asset Status Report in order to address reasonable questions that the Operating Advisor may have relating to, among other things,
such Major Decision and/or Asset Status Report. In addition, if an Operating Advisor Consultation Event has occurred and is continuing,
the Special Servicer shall also deliver a Major Decision Reporting Package to the Operating Advisor and consult with the Operating Advisor
in connection with any proposed Major Decision (and any other actions which otherwise require consultation with the Operating Advisor
after the occurrence and during the continuance of an Operating Advisor Consultation Event hereunder) and consider alternative actions
recommended by the Operating Advisor, in respect thereof, provided that such consultation is on a non-binding basis. In the
event that the Special Servicer receives no response from the Operating Advisor within ten (10) Business Days following the later
of (i) its written request for input (which request shall include the related Major Decision Reporting Package) on any required consultation
and (ii) delivery of all such additional information reasonably requested by the Operating Advisor related to the subject matter
of such consultation, the Special Servicer shall not be obligated to consult with the Operating Advisor on the specific matter; provided,
however, that the failure of the Operating Advisor to respond on any specific matters shall not relieve the Special Servicer from
its obligation to consult with the Operating Advisor on any future matter with respect to the applicable Mortgage Loan or any other Mortgage
Loan. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan as to the Directing Certificateholder of the
holder of a majority of the Controlling Class (regardless of whether a Control Termination Event, a Consultation Termination Event or
an Operating Advisor Consultation Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor,
on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider alternative actions
recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in this Section 6.08(a) for
consulting with the Operating Advisor.


Subject to the terms and
conditions of this Section 6.08(a), the Special Servicer shall process all requests for any matter that constitutes a “Major
Decision” with respect to all Mortgage Loans (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans. Upon
receiving a request for any matter that constitutes a Major Decision with respect to a Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and any Serviced Companion Loan




    		-363-	 



    


    

that is not a Specially Serviced Loan, the
Master Servicer shall promptly forward such request to the Special Servicer and the Special Servicer shall process such request (including,
without limitation, interfacing with the Mortgagor) (unless the Master Servicer and Special Servicer mutually agree that the Master Servicer
shall process such request with respect to a Mortgage Loan or Serviced Whole Loan that is not a Specially Serviced Loan with respect to
a Major Decision) and except as provided in the next sentence, the Master Servicer shall have no further obligation with respect to such
request or Major Decision. With respect to such request, the Master Servicer shall continue to cooperate with the Special Servicer by
delivering any additional information in the Master Servicer’s possession to the Special Servicer requested by the Special Servicer
relating to such Major Decision. Unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall process
such Major Decision with respect to a Mortgage Loan or Serviced Whole Loan that is not a Specially Serviced Loan, the Master Servicer
shall not be permitted to process any Major Decision and shall not be required to interface with the Mortgagor or provide a written recommendation
and analysis with respect to any Major Decision. If the Master Servicer and Special Servicer mutually agree that the Master Servicer shall
process a Major Decision with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan that is
a Non-Specially Serviced Loan, the Master Servicer shall obtain the Special Servicer’s prior consent (or deemed consent) to the
Major Decision. In connection with such mutual agreement between the Master Servicer and the Special Servicer that the Master Servicer
shall process a Major Decision or Special Servicer Decision, the Master Servicer shall deliver notice to the Special Servicer upon completion
of the related transaction (and the Special Servicer, prior to the occurrence and continuance of a Consultation Termination Event and
other than in respect of any Excluded Loan as to the Directing Certificateholder or the Holder of the majority of the Controlling Class,
shall deliver such notice to the Directing Certificateholder (except to the extent that the Special Servicer or the Directing Certificateholder,
as applicable, notifies the Master Servicer that the Special Servicer or the Directing Certificateholder, as applicable, does not desire
to receive copies of such items)).


In addition, with respect
to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the
Controlling Class, for so long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder, subject
to any rights, if any, of the related Companion Holder to advise the Special Servicer with respect to the related Serviced Whole Loan,
pursuant to the terms of the related Intercreditor Agreement, may direct the Special Servicer to take, or to refrain from taking, such
other actions with respect to a Mortgage Loan, as the Directing Certificateholder may deem advisable or as to which provision is otherwise
made herein; provided that notwithstanding anything herein to the contrary, no such direction or objection contemplated by the
preceding paragraphs of this Section 6.08(a) or this paragraph may require or cause the Master Servicer or Special Servicer to
violate any provision of any Mortgage Loan or related Intercreditor Agreement or mezzanine intercreditor agreement, applicable law, this
Agreement, or the REMIC Provisions (and, with respect to a Serviced Whole Loan, subject to the rights of the holders of the related Companion
Loan), including without limitation the obligation of the Master Servicer and the Special Servicer to act in accordance with the Servicing
Standard, or expose the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Trust or the Trustee to liability, or materially expand the scope of the responsibilities of the Master Servicer or the
Special Servicer, as applicable, hereunder or cause the Master Servicer or the Special Servicer, as applicable, to act, or fail to act,
in a manner which




    		-364-	 



    


    

in the reasonable judgment of the Master Servicer
or the Special Servicer, as the case may be, is not in the best interests of the Certificateholders.


In the event the Special
Servicer or the Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder, the Serviced
AB Whole Loan Controlling Holder or the Operating Advisor or any advice from the Directing Certificateholder, the Serviced AB Whole Loan
Controlling Holder, the Operating Advisor would cause the Special Servicer or the Master Servicer, as applicable, to violate the terms
of any Mortgage Loan, applicable law or this Agreement, including without limitation, the Servicing Standard, the Special Servicer or
the Master Servicer, as applicable, shall disregard such refusal to consent or advise and notify the Directing Certificateholder, the
Serviced AB Whole Loan Controlling Holder, the Operating Advisor, respectively, and the Trustee and the Rating Agencies of its determination,
including a reasonably detailed explanation of the basis therefor. The taking of, or refraining from taking, any action by the Master
Servicer or the Special Servicer in accordance with the direction of or approval of the Directing Certificateholder or Serviced AB Whole
Loan Controlling Holder, the advice of the Operating that does not violate the terms of any Mortgage Loan, applicable law or the Servicing
Standard or any other provisions of this Agreement, will not result in any liability on the part of the Master Servicer or the Special
Servicer.


With respect to any matter
for which the consent of the Directing Certificateholder is required, to the extent no specific time period for deemed consent is expressly
stated, in the event no response from the Directing Certificateholder is received within ten (10) Business Days following written request
for consent and its receipt of all reasonably requested information on any required consent, the Directing Certificateholder shall be
deemed to have consented to or approved the specific matter; provided that the failure of the Directing Certificateholder to respond
will not affect any future matters with respect to the applicable Mortgage Loan or Serviced Whole Loan.


The Directing Certificateholder
shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action,
or for errors in judgment; provided, however, that the Directing Certificateholder (exclusive of a Loan-Specific Directing
Certificateholder) shall not be protected against any liability to a Controlling Class Certificateholder that would otherwise be imposed
by reason of willful misconduct, bad faith or negligence in the performance of duties owed to the Controlling Class Certificateholders
or by reason of reckless disregard of obligations or duties owed to the Controlling Class Certificateholders. By its acceptance of a Certificate,
each Certificateholder acknowledges and agrees that the Directing Certificateholder may take actions that favor the interests of one or
more Classes of the Certificates including the Holders of the Controlling Class over other Classes of the Certificates, and that the Directing
Certificateholder may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates,
that the Directing Certificateholder may act solely in its own interests or the interests of the Holders of the Controlling Class, that
the Directing Certificateholder does not have any duties or liability to the Holders of any Class of Certificates other than the Controlling
Class except in the case of a Loan-Specific Directing Certificateholder, that the Directing Certificateholder shall not be liable to any
Certificateholder, by reason of its having acted solely in its own interests or the interests of the Holders of the Controlling Class,
and that the Directing Certificateholder shall have no liability whatsoever for having so acted, and no Certificateholder may take any
action whatsoever against




    		-365-	 



    


    

the Directing Certificateholder or any director,
officer, employee, agent or principal thereof for having so acted.


Any Non-Serviced Whole
Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or the Certificateholders
for any action taken, or for refraining from the taking of any action, or for errors in judgment. By its acceptance of a Certificate,
each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling Holder, with respect to the related
Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes of the certificates issued under the related
Non-Serviced PSA including the holders of the controlling class under such Non-Serviced PSA over other classes of the certificates
issued under the Non-Serviced PSA and/or any Class of Certificates, and that such Non-Serviced Whole Loan Controlling Holder,
with respect to such Non-Serviced Whole Loan, may have special relationships and interests that conflict with those of Holders of
some Classes of the Certificates, that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole
Loan, may act solely in the interests of the Holders of the controlling class under the related Non-Serviced PSA, that such Non-Serviced
Whole Loan Controlling Holder, shall not be liable to any Certificateholder, by reason of its having acted solely in the interests of
the Holders of the controlling class under the related Non-Serviced PSA, and that the Non-Serviced Whole Loan Controlling Holder,
with respect to such Non-Serviced Whole Loan, shall have no liability whatsoever for having so acted, and no Certificateholder may
take any action whatsoever against such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan,
or any director, officer, employee, agent or principal thereof for having so acted.


(b)                                  Notwithstanding
anything to the contrary contained herein (i) after the occurrence and during the continuance of a Control Termination Event (and
at any time with respect to any Excluded Loan), the Directing Certificateholder (other than any Loan-Specific Directing Certificateholder)
shall have no right to consent to or direct any action taken or not taken by any party to this Agreement; (ii) after the occurrence
and during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event,
the Directing Certificateholder shall remain entitled to receive any notices, reports or information to which it is entitled pursuant
to this Agreement, and the Master Servicer, the Special Servicer and any other applicable party shall consult with the Directing Certificateholder
(other than with respect to any Excluded Loan), to the extent set forth herein in connection with any action to be taken or refrained
from taking to the extent set forth herein; and (iii) after the occurrence and during the continuance of a Consultation Termination
Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder (other than any Loan-Specific Directing Certificateholder)
shall have no direction, consultation or consent rights hereunder and no right to receive any notices, reports or information (other
than notices, reports or information required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder.


Section 6.09       
Knowledge of Computershare Trust Company, National Association. Except as otherwise expressly set forth in this Agreement,
Computershare Trust Company, National Association acting in any particular capacity hereunder will not be deemed to be imputed with knowledge
of (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,




    		-366-	 



    


    

except, in the case of either clause (a)
or clause (b), where some or all of the obligations performed in such capacities are performed by one or more employees within
the same group or division of Computershare Trust Company, National Association, or where the groups or divisions responsible for performing
the obligations in such capacities have one or more of the same Responsible Officers or Servicing Officers, as applicable.


[End of Article VI]


ARTICLE
VII



SERVICER TERMINATION EVENTS


Section 7.01       
Servicer Termination Events; Master Servicer and Special Servicer Termination. (a)  “Servicer
Termination Event”, wherever used herein, means, with respect to the Master Servicer or the Special Servicer, as the case may be,
any one of the following events:


(i)                                      (A) any
failure by the Master Servicer to make any deposit required to be made by the Master Servicer to the Collection Account, or remit to
the Companion Paying Agent for deposit into the related Companion Distribution Account, on the day and by the time such deposit or remittance
is first required to be made under the terms of this Agreement, which failure is not remedied within one (1) Business Day or (B) any
failure by the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit into, any Distribution Account
any amount required to be so deposited or remitted, which failure is not remedied by 11:00 a.m. (New York City time) on the relevant
Distribution Date;


(ii)                                   any
failure by the Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit is required to
be made or to remit to the Master Servicer for deposit into the Collection Account or any other required account hereunder, any amount
required to be so deposited or remitted by the Special Servicer pursuant to, and at the time specified by, the terms of this Agreement;


(iii)                                any
failure on the part of the Master Servicer or the Special Servicer, as the case may be, duly to observe or perform in any material respect
any of its other covenants or obligations contained in this Agreement, which failure continues unremedied for a period of thirty (30) days
(or (A) with respect to any year that a report on Form 10-K is required to be filed, five (5) Business Days
in the case of the Master Servicer’s or the Special Servicer’s obligations, as the case may be, contemplated by Article XI,
(B) fifteen (15) days in the case of the Master Servicer’s failure to make a Servicing Advance or (C) fifteen
(15) days in the case of a failure to pay the premium for any property insurance policy required to be maintained) after the date
on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer or
the Special Servicer, as the case may be, by any other party hereto, or (B) to the Master Servicer or the Special Servicer, as
the case may be, with a copy to each other party to this Agreement, by the Holders of Certificates evidencing not less than 25% of all
Voting Rights or, solely as it relates to the servicing of a Serviced Pari Passu Whole Loan if affected by that failure, by the related
Serviced Companion Noteholders; provided,




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however, if such failure is capable
of being cured and the Master Servicer or the Special Servicer, as applicable, is diligently pursuing such cure, such period will be extended
an additional thirty (30) days; provided, further, however, that such extended period will not apply to the
obligations regarding Exchange Act reporting;


(iv)                               any
breach on the part of the Master Servicer or the Special Servicer, as the case may be, of any representation or warranty contained in
Section 6.01(a) or Section 6.01(b), as applicable, which materially and adversely affects the interests of any Class of
Certificateholders or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and which continues unremedied for
a period of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied, shall have been
given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator or the Trustee,
or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee by the Holders of Certificates
evidencing not less than 25% of all Voting Rights or, as it relates to the servicing of a Serviced Pari Passu Whole Loan affected by
such breach, by the related Serviced Companion Noteholders; provided, however, that if such breach is capable of being
cured and the Master Servicer or the Special Servicer, as the case may be, is diligently pursuing such cure, such 30-day period will
be extended an additional thirty (30) days;


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


(vi)                               the
Master Servicer or the Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official
in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the
Master Servicer or the Special Servicer, as the case may be, or of or relating to all or substantially all of its property;


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


(viii)                         either
Moody’s or KBRA (or, in the case of Serviced Pari Passu Companion Loan Securities, any Companion Loan Rating Agency) has (A) qualified,
downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or Serviced Pari Passu Companion Loan Securities,
as applicable, or (B) placed one or more Classes of Certificates or Serviced Pari Passu Companion Loan Securities, as applicable,
on “watch status” in contemplation of a ratings downgrade or withdrawal (and such qualification,




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downgrade, withdrawal or “watch
status” placement shall not have been withdrawn by Moody’s or KBRA, as applicable (or, in the case of Serviced Pari Passu
Companion Loan Securities, any Companion Loan Rating Agency, as applicable), within sixty (60) days of such rating action) and, in
the case of either of clauses (A) or (B), publicly citing servicing concerns with the Master Servicer or Special Servicer, as
the case may be, as the sole or a material factor in such rating action; or


(ix)                                 the
Master Servicer or the Special Servicer, as the case may be, is no longer rated at least “CMS3” or “CSS3”, respectively,
by Fitch and such Master Servicer or such Special Servicer, as the case may be, is not reinstated to at least that rating within 60 days
of the delisting.


(b)                                  If
any Servicer Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes of this Section
7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each and every such case, so long as
such Servicer Termination Event shall not have been remedied, the Trustee may, and at the written direction of ((i) prior to the
occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan) the Directing
Certificateholder (solely with respect to the Special Servicer) or the Holders of Certificates entitled to 25% or more of the Voting
Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate each of the Master Servicer or the Special
Servicer, as the case may be, upon five (5) Business Days’ written notice if there is a Servicer Termination Event under
clause (A) in the parenthetical in Section 7.01(a)(iii) above), by notice in writing to the Affected Party, with
a copy of such notice to the Depositor and the Operating Advisor, all of the rights (subject to Section 3.11 and Section 6.04)
and obligations of the Affected Party under this Agreement and in and to the Mortgage Loans and the proceeds thereof (other than as a
Certificateholder or Companion Holder, if applicable); provided, however, that the Affected Party shall be entitled to
the payment of accrued and unpaid compensation and reimbursement through the date of such termination as provided for under this Agreement
for services rendered and expenses incurred. From and after the receipt by the Affected Party of such written notice except as otherwise
provided in this Article VII, all authority and power of the Affected Party under this Agreement, whether with respect
to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested in the
Trustee with respect to a termination of the Master Servicer or the Special Servicer pursuant to and under this Section 7.01,
and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of and at the expense of the
Affected Party, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement
or assignment of the Mortgage Loans and related documents, or otherwise. The Master Servicer and the Special Servicer each agree that
if it is terminated pursuant to this Section 7.01(b), it shall promptly (and in any event no later than twenty (20) Business
Days subsequent to its receipt of the notice of termination) provide the Trustee with all documents and records requested by it to enable
it to assume the Master Servicer’s or the Special Servicer’s, as the case may be, functions hereunder, and shall cooperate
with the Trustee in effecting the termination of the Master Servicer’s or the Special Servicer’s, as the case may be, responsibilities
and rights (subject to Section 3.11 and Section 6.04) hereunder, including, without limitation, the transfer within five
(5) Business Days to the Trustee for administration by it of all cash amounts which shall at the time be or should have been credited
by




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the Master Servicer to the Collection Account
or any Servicing Account (if it is the Affected Party), by the Special Servicer to the REO Account (if it is the Affected Party) or thereafter
be received with respect to the applicable Mortgage Loans or any REO Property (provided, however, that the Master Servicer
and the Special Servicer each shall, if terminated pursuant to this Section 7.01(b) or pursuant to Section 7.01(d) (with
respect to the Special Servicer), continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior
to the date of such termination, whether in respect of Advances (in the case of the Special Servicer or the Master Servicer) or otherwise,
and it and its Affiliates and the directors, managers, officers, members, employees and agents of it and its Affiliates shall continue
to be entitled to the benefits of Section 3.11 and Section 6.04 notwithstanding any such termination).


(c)                                   If the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination Event under
Section 7.01(a)(viii) or Section 7.01(a)(ix), the Master Servicer shall have a forty-five (45) day period after
such notice in which to find a successor master servicer qualified to act as Master Servicer hereunder in accordance with Section 6.03
and Section 7.02 and to which the Master Servicer can sell its rights to service the Mortgage Loans under this Agreement. During
such forty-five (45) day period the Master Servicer may continue to serve as the Master Servicer hereunder. In the event that
the Master Servicer is unable, within such forty-five (45) day period, to cause a qualified successor master servicer to assume
the duties of the Master Servicer hereunder, then and in such event, the Trustee shall assume the obligations of the Master Servicer hereunder.


Notwithstanding Section
7.01(b), if any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that affects the Holder
of a Serviced Pari Passu Companion Loan, then, so long as the Special Servicer is not otherwise terminated, the Holder of such Serviced
Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling and Servicing Agreement, as applicable, shall
be entitled to direct the Trustee to terminate the Special Servicer with respect to the related Serviced Pari Passu Whole Loan. The Special
Servicer appointed to replace the Special Servicer with respect to a Serviced Pari Passu Mortgage Loan cannot at any time be (without
the prior written consent of the holder of such Serviced Pari Passu Companion Loan) the Person (or Affiliate thereof) that was terminated
at the direction of the holder of the related Serviced Pari Passu Companion Loan. The Special Servicer under this paragraph shall meet
the eligibility requirements of Section 7.02 and the eligibility requirements of the related Other Pooling and Servicing Agreement,
and the appointment thereof shall comply with the provisions of Section 7.02. Any appointment of a replacement Special Servicer
in accordance with this paragraph shall be subject to the receipt of Rating Agency Confirmation and confirmation from the applicable rating
agencies that such appointment or replacement will not result in the downgrade, withdrawal or qualification of the then-current ratings
of any class of any related Serviced Companion Loan Securities (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25).


(d)                                  Subject
to the rights of the holder of any Serviced AB Whole Loan Controlling Holder pursuant to the related Intercreditor Agreement at any time
prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan, the Directing
Certificateholder shall be entitled to terminate the rights (subject to Section 3.11 and Section 6.04) and obligations
of the Special Servicer under this Agreement, with




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or without cause, upon ten (10) Business
Days’ notice to the Special Servicer, the Master Servicer, the Certificate Administrator, the Trustee and the Operating Advisor;
such termination to be effective upon the appointment of a successor special servicer meeting the requirements of this Section 7.01(d)
provided that, with respect to a Servicing Shift Whole Loan, the ten (10) Business Days’ notice set forth in this Section
7.01(d) shall not apply to the related Loan-Specific Directing Certificateholder’s right to terminate the Special Servicer’s
rights and obligations under this Agreement without cause with respect to such Servicing Shift Whole Loan pursuant to the terms of the
related Intercreditor Agreement. Upon a termination of the Special Servicer, the Directing Certificateholder (other than with respect
to any Excluded Loan) shall appoint a successor special servicer to assume the duties of the Special Servicer hereunder; provided,
however, that (i) such successor will meet the requirements set forth in Section 7.02, (ii) each Rating Agency
delivers Rating Agency Confirmation and, in the case of any class of any Serviced Companion Loan Securities, the applicable rating agencies
deliver a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25) and (iii) no replacement of the Special
Servicer shall be effective until the Certificate Administrator shall have filed any required Form 8-K pursuant to Section
11.07 and any other Form 8-K filings have been completed with respect to any related Companion Loan. For the sake of clarity,
the recommendation of replacement of the Special Servicer by the Operating Advisor and the approval of the Certificateholders of such
Qualified Replacement Special Servicer shall not preclude the Directing Certificateholder from appointing a replacement special servicer,
provided that such replacement may not be the removed Special Servicer or its Affiliate.


After the occurrence and
during the continuance of a Control Termination Event and upon (a) the written direction of Holders of Principal Balance Certificates
evidencing not less than 25% of the Voting Rights (taking into account the application of any Cumulative Appraisal Reduction Amounts to
notionally reduce the Certificate Balances of such Certificates pursuant to Section 4.05) of the Principal Balance Certificates
requesting a vote to replace the Special Servicer with a new special servicer designated in such written direction to assume the duties
of the Special Servicer hereunder, (b) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses
(including any legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate Administrator in connection with
administering such vote and which will not be additional expenses of the Trust and (c) delivery by such Holders to the Certificate
Administrator and Trustee of Rating Agency Confirmation from each Rating Agency (which Rating Agency Confirmation shall be obtained at
the expense of such Holders) and confirmation from the applicable rating agencies that such appointment (or replacement) will not result
in the downgrade, withdrawal or qualification of the then current ratings of any class of any related Serviced Pari Passu Companion Loan
Securities, the Certificate Administrator shall promptly post notice to all Certificateholders of such request on the Certificate Administrator’s
Website in accordance with Section 3.13(b) and concurrently by mail, conduct the solicitation of votes of all Certificates in such
regard, which requisite affirmative votes shall be received within one hundred-eighty (180) days of the posting of such
notice, and if not so received, such votes shall be null and void ab initio. Upon the written direction of Holders of Principal
Balance Certificates evidencing at least 66-2/3% of a Certificateholder Quorum of Certificates, the Trustee shall terminate all of
the rights and obligations of the Special Servicer under this Agreement and




    		-371-	 



    


    

appoint the successor special servicer to assume
the duties of the Special Servicer (which must be a Qualified Replacement Special Servicer) designated by such Certificateholders.


The Certificate Administrator
shall include on each Distribution Date Statement a statement that each Certificateholder may (i) access such notices via the Certificate
Administrator’s Website and (ii) register to receive electronic mail notifications when such notices are posted thereon. Notwithstanding
the foregoing, the Certificateholder’s direction to remove the Special Servicer shall not apply to any Serviced AB Whole Loan that
is not subject to an AB Control Appraisal Period or to any Servicing Shift Whole Loan.


A Serviced AB Whole Loan
Controlling Holder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal Period, to replace the Special
Servicer solely with respect to the related Serviced AB Whole Loan, so long as (A) each Rating Agency delivers a Rating Agency Confirmation;
(B) the successor special servicer has assumed in writing (from and after the date such successor special servicer becomes the Special
Servicer) all of the responsibilities, duties and liabilities of the Special Servicer under this Agreement from and after the date it
becomes the Special Servicer as they relate to any Serviced AB Whole Loan pursuant to an assumption agreement reasonably satisfactory
to the Certificate Administrator; and (C) the Certificate Administrator shall have received an opinion of counsel reasonably satisfactory
to the Certificate Administrator to the effect that (x) the designation of such replacement to serve as Special Servicer is in compliance
with this Agreement, (y) such replacement will be bound by the terms of this Agreement with respect to any Serviced AB Whole Loan
and (z) subject to customary qualifications and exceptions, this Agreement will be enforceable against such replacement in accordance
with the terms hereof.


The parties hereto acknowledge
that, notwithstanding anything to the contrary contained in this section, in accordance with the related Intercreditor Agreement, if a
servicer termination event on the part of a Non-Serviced Special Servicer under a Non-Serviced PSA remains unremedied and affects
the holder of the related Non-Serviced Mortgage Loan, and the related Non-Serviced Special Servicer has not otherwise been terminated,
the holder of the related Non-Serviced Mortgage Loan (or the Trustee, acting at the direction of the Directing Certificateholder)
shall be entitled to direct the related Non-Serviced Trustee to terminate the related Non-Serviced Special Servicer solely with
respect to the related Non-Serviced Whole Loan. The appointment (or replacement) of the applicable Non-Serviced Special Servicer
with respect to a Non-Serviced Whole Loan will in any event be subject to Rating Agency Confirmation from each Rating Agency. A replacement
special servicer will be selected by the related Non-Serviced Trustee or, prior to the occurrence and continuance of a control termination
event under the related Non-Serviced PSA, by the related Non-Serviced Whole Loan Controlling Holder; provided, however,
that any successor special servicer appointed to replace the Special Servicer with respect to such Non-Serviced Whole Loan cannot
at any time be the Person (or an Affiliate thereof) that was terminated at the direction of the holder of such Non-Serviced Mortgage
Loan, without the prior written consent of the Directing Certificateholder.


If at any time the Operating
Advisor determines, in its sole discretion exercised in good faith that (i) the Special Servicer is not performing its duties as required
hereunder or is otherwise not acting in accordance with the Servicing Standard, and (ii) the replacement of the Special Servicer would
be in the best interest of the Certificateholders as a collective whole, the




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Operating Advisor shall deliver to the Trustee
and the Certificate Administrator, with a copy to the Special Servicer, a written report in the form of Exhibit W attached
hereto, setting forth the reasons supporting its recommendation (along with any information the Operating Advisor considered relevant
to its recommendation) and recommending a replacement Special Servicer (which form may be modified or supplemented from time to time to
cure any ambiguity or error or to incorporate any additional information, subject to compliance of such form with the terms and provisions
of this Agreement; provided, further, that in no event shall the information or any other content included in such written
recommendation contravene any provision of this Agreement) detailing the reasons supporting its recommendation (along with relevant information
justifying its recommendation) and recommending a suggested replacement special servicer to assume the duties of the Special Servicer,
which shall be a Qualified Replacement Special Servicer. In such event, the Certificate Administrator shall promptly post notice to all
Certificateholders of such recommendation and the related report on the Certificate Administrator’s Website in accordance with Section
3.13(b), and concurrently by mail conduct the solicitation of votes of all Certificates in such regard. Upon (i) the affirmative
vote of Holders of Principal Balance Certificates evidencing at least a majority of a quorum of Certificateholders (which quorum, for
this purpose, is the Holders of Certificates that (A) evidence at least 20% of the Voting Rights (taking into account the application
of any Cumulative Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances of such Certificates) of all Principal
Balance Certificates on an aggregate basis within 180 days of posting of the Operating Advisor’s recommendation to the Certificate
Administrator’s Website, and if not so received, such votes shall be null and void ab initio, and (B) consist of at least
three Certificateholders or Certificate Owners that are not Risk Retention Affiliated with each other) and (ii) receipt by the Certificate
Administrator following satisfaction of the foregoing clause (i) of Rating Agency Confirmation from each Rating Agency and
confirmation from the applicable rating agencies that such appointment (or replacement) will not result in the downgrade, withdrawal or
qualification of the then current ratings of any class of any related Serviced Pari Passu Companion Loan Securities, the Trustee shall
(i) terminate all of the rights and obligations of the Special Servicer under this Agreement and appoint a successor special servicer
approved by the holders of Certificates evidencing at least a majority of a quorum of Certificateholders (as set forth above) and (ii) promptly
notify such outgoing Special Servicer of the effective date of such termination. The reasonable out-of-pocket costs and expenses
(including reasonable legal fees and expenses of outside counsel) associated with obtaining such Rating Agency Confirmations and administering
such vote and the Operating Advisor’s identification of a Qualified Replacement Special Servicer shall be an additional expense
of the Trust. In the event that the Trustee does not receive at least a majority of the requested votes, then the Trustee shall have no
obligation to remove the Special Servicer. Prior to the appointment of any replacement special servicer, such replacement special servicer
shall have agreed to succeed to the obligations of the Special Servicer under this Agreement and to act as the Special Servicer’s
successor hereunder. Notwithstanding the foregoing, the Operating Advisor shall not be permitted to recommend the replacement of the Special
Servicer with respect to a Serviced AB Whole Loan so long as the related Serviced Companion Noteholder is not subject to an AB Control
Appraisal Period under the related Intercreditor Agreement or with respect to any Servicing Shift Whole Loan. For the sake of clarity,
the recommendation of replacement of the Special Servicer by the Operating Advisor and the approval of the Certificateholders of such
Qualified Replacement Special Servicer shall not preclude the Directing Certificateholder from appointing a replacement




    		-373-	 



    


    

special servicer, provided that such
replacement may not be the removed Special Servicer or its Affiliate.


No penalty or fee shall be
payable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d). All costs of any such
termination made by the Directing Certificateholder without cause shall be paid by the Holders of the Controlling Class.


For the avoidance of doubt,
the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations set forth in Section
6.04, any action or claim arising from, or relating to, the Operating Advisor’s determination under this Section 7.01(d)
(regarding removal of the Special Servicer), or the result of the vote of the Certificateholders (regarding removal of the Special Servicer).


(e)                                    The
Master Servicer and the Special Servicer shall, as the case may be, from time to time, take all such reasonable actions as are required
by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed on “watch”
status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency with respect to the Master Servicer
or Special Servicer. In no event shall the remedy for a breach of the foregoing covenant extend beyond termination pursuant to Section
7.01(a)(viii) and the resulting operation of Section 7.01(b) and (c). The operation of this subsection (e)
shall not be construed to limit the effect of Section 7.01(a)(viii).


(f)                                     Notwithstanding
the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced Companion Loan, the
related holder of a Serviced Companion Loan or the rating on any Serviced Companion Loan Securities, and if the Master Servicer is not
otherwise terminated, or (2) if a Servicer Termination Event on the part of the Master Servicer affects only a Serviced Companion
Loan, the related holder of a Serviced Companion Loan or the rating on any Serviced Companion Loan Securities, then the Master Servicer
may not be terminated by or at the direction of the related holder of such Serviced Companion Loan or the holders of any Serviced Companion
Loan Securities, but upon the written direction of the related holder of such Serviced Companion Loan, the Master Servicer shall be required
to appoint a sub-servicer that will be responsible for servicing the related Serviced Whole Loan.


(g)                                  Notwithstanding
anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer Loan, if any, the Special
Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence and continuance of a Control
Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan, the Directing Certificateholder shall
select an Excluded Special Servicer, as successor to the resigning Special Servicer, for the related Excluded Special Servicer Loan in
accordance with this Agreement. After the occurrence and during the continuance of a Control Termination Event or if at any time the
applicable Excluded Special Servicer Loan is also an Excluded Loan, the resigning Special Servicer shall use commercially reasonable
efforts to appoint the related Excluded Special Servicer. The Special Servicer shall not have any liability with respect to the actions
or inactions of the applicable Excluded Special Servicer or with respect to the identity of the applicable Excluded Special Servicer.
It shall be a condition to any such appointment that (i) the Rating Agencies confirm that the appointment would not result in
a




    		-374-	 



    


    

qualification, downgrade or withdrawal of any
of their then-current ratings of the Certificates and each NRSRO hired to provide ratings with respect to any Serviced Companion Loan
Securities makes the equivalent confirmation, (ii) the related Excluded Special Servicer is a Qualified Replacement Special Servicer
and (iii) the related Excluded Special Servicer delivers to the Depositor and the Certificate Administrator and any applicable Other
Depositor and Other Certificate Administrator, the information, if any, required under Item 6.02 of Form 8-K pursuant to
the Exchange Act regarding itself in its role as Excluded Special Servicer.


If at any time the Special
Servicer that had previously acted as the Special Servicer is no longer a Borrower Party with respect to an Excluded Special Servicer
Loan (including, without limitation, as a result of the related Mortgaged Property becoming REO Property), (1) the related Excluded
Special Servicer shall resign, (2) the related Mortgage Loan or Serviced Whole Loan shall no longer be an Excluded Special Servicer
Loan, (3) such original Special Servicer shall become the Special Servicer again for such related Mortgage Loan or Serviced Whole
Loan and (4) such original Special Servicer shall be entitled to all special servicing compensation with respect to such Mortgage
Loan or Serviced Whole Loan earned during such time on and after such Mortgage Loan or Serviced Whole Loan is no longer an Excluded Special
Servicer Loan.


The applicable Excluded Special
Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Loan and shall be entitled
to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such time as the related Mortgage
Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided that the Special Servicer shall remain entitled to all
other special servicing compensation with respect to all Mortgage Loans and Serviced Whole Loans that are not Excluded Special Servicer
Loans during such time).


If a Servicing Officer of
the Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as the case may be, has actual knowledge that a Mortgage
Loan is no longer an Excluded Loan or an Excluded Special Servicer Loan, as applicable, the Master Servicer, the related Excluded Special
Servicer or the Special Servicer, as the case may be, shall provide prompt written notice thereof to each of the other parties to this
Agreement.


Section 7.02       
Trustee to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer, as the case
may be, either resigns pursuant to subsection (a) of the first sentence of Section 6.05 or receives a notice of termination
for cause pursuant to Section 7.01(b), and provided that no acceptable successor has been appointed by the resigning Master
Servicer or Special Servicer pursuant to Section 6.05 and no acceptable successor has been appointed within the time period specified
in Section 7.01(c), the Trustee shall be the successor to such party, until such successor to that Master Servicer or that Special
Servicer, as applicable, is appointed as provided in this Section 7.02, by the Directing Certificateholder as provided in Section
7.01(d), or by the resigning Master Servicer or Special Servicer pursuant to Section 6.05, as applicable, in all respects in
its capacity as the Master Servicer or the Special Servicer, as applicable, under this Agreement and the transactions set forth or provided
for herein and shall be subject to, and have the benefit of, all of the rights, (subject to Section 3.11 and Section 6.04)
benefits, responsibilities, duties, liabilities and limitations on liability relating thereto and that arise thereafter placed on or for
the benefit of the Master Servicer or Special Servicer, as applicable, by the terms and provisions hereof; provided, however,
that any failure to perform such




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duties or responsibilities caused by the terminated
party’s failure under Section 7.01 to provide information or moneys required hereunder shall not be considered a default
by such successor hereunder. The appointment of a successor master servicer shall not affect any liability of the predecessor Master Servicer
which may have arisen prior to its termination as Master Servicer, and the appointment of a successor special servicer shall not affect
any liability of the predecessor Special Servicer which may have arisen prior to its termination as Special Servicer. The Trustee in its
capacity as successor to the Master Servicer or the Special Servicer, as the case may be, shall not be liable for any of the representations
and warranties of the Master Servicer or the Special Servicer, as applicable, herein or in any related document or agreement, for any
acts or omissions of the predecessor master servicer or special servicer or for any losses incurred by the predecessor Master Servicer
pursuant to Section 3.06 hereunder, nor shall the Trustee be required to purchase any Mortgage Loan hereunder solely as a result
of its obligations as successor master servicer or special servicer, as the case may be. Subject to Section 3.11, as compensation
therefor, the Trustee as successor master servicer shall be entitled to the Servicing Fees and all fees relating to the Mortgage Loans
or the Companion Loans which that Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, including
but not limited to any income or other benefit from any Permitted Investment pursuant to Section 3.06, and subject to Section
3.11, and the Trustee as successor to the Special Servicer shall be entitled to the Special Servicing Fees to which the Special Servicer
would have been entitled if the Special Servicer had continued to act hereunder. Should the Trustee succeed to the capacity of the Master
Servicer or the Special Servicer, as the case may be, the Trustee shall be afforded the same standard of care and liability as the Master
Servicer or the Special Servicer, as applicable, hereunder notwithstanding anything in Section 8.01 to the contrary, but only with
respect to actions taken by it in its role as successor master servicer or successor special servicer, as the case may be, and not with
respect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to act as successor to
that Master Servicer or that Special Servicer, as applicable, or shall, if it is unable to so act, or if the Trustee is not approved as
a servicer by each Rating Agency, or if the Directing Certificateholder (solely with respect to the Special Servicer) ((i) prior
to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan) or the Holders
of Certificates entitled to 25% or more of the Voting Rights so request in writing to the Trustee, promptly appoint, or petition a court
of competent jurisdiction to appoint, any established mortgage loan servicing institution which meets the criteria set forth in Section
6.05 and otherwise herein, as the successor to that Master Servicer or that Special Servicer, as applicable, hereunder in the assumption
of all or any part of the responsibilities, duties or liabilities of the Master Servicer or the Special Servicer hereunder. No appointment
of a successor to the Master Servicer or the Special Servicer hereunder shall be effective until (i) the assumption in writing by
the successor to the Master Servicer or the Special Servicer of all its responsibilities, duties and liabilities hereunder that arise
thereafter, (ii) receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan
Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), (iii) such appointment
(solely with respect to the Special Servicer) has been approved (prior to the occurrence and continuance of a Control Termination Event)
by the Directing Certificateholder, such approval not to be unreasonably withheld and (iv) the Certificate Administrator shall have
filed any required




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Form 8-K pursuant to Section 11.07
hereof and any other Form 8-K filings have been completed with respect to any related Companion Loan. Pending appointment of
a successor to the Master Servicer or the Special Servicer hereunder, unless the Trustee shall be prohibited by law from so acting, the
Trustee shall act in such capacity as herein above provided. In connection with such appointment and assumption of a successor to the
Master Servicer or the Special Servicer as described herein, the Trustee may make such arrangements for the compensation of such successor
out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation
with respect to a successor master servicer or successor special servicer, as the case may be, shall be in excess of that permitted the
terminated Master Servicer or Special Servicer, as the case may be, hereunder. The Trustee, the non-terminated Master Servicer or the
non-terminated Special Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate
any such succession. Any reasonable out-of-pocket costs and expenses associated with the transfer of the servicing function (other
than with respect to a termination without cause) under this Agreement shall be borne by the predecessor Master Servicer or Special Servicer,
as applicable. If such predecessor Master Servicer or Special Servicer (as the case may be) has not reimbursed the party requesting such
termination or the successor master servicer or special servicer for such expenses within 90 days after the presentation of reasonable
documentation, such expense shall be reimbursed by the Trust; provided that the terminated Master Servicer or Special Servicer
shall not thereby be relieved of its liability for such expenses. If and to the extent that the terminated Master Servicer or Special
Servicer has not reimbursed such costs and expenses, the party requesting such termination shall have an affirmative obligation to take
all reasonable actions to collect such expenses on behalf of the Trust. In the event of a termination without cause, such costs and expenses
shall be borne by the party requesting such termination, or as otherwise set forth herein; provided that the Certificate Administrator
and the Trustee shall not bear any such costs and expenses. For the avoidance of doubt, if the Trustee is terminating the Master Servicer
or the Special Servicer in accordance with this Agreement at the direction of any party or parties permitted to direct the Trustee to
so terminate the Master Servicer or the Special Servicer pursuant to this Agreement, the Trustee shall not have any liability for such
expenses pursuant to this paragraph.


Section 7.03    
Notification to Certificateholders. (a) Upon any resignation of
the Master Servicer or the Special Servicer pursuant to Section 6.05, any termination of the Master Servicer or the Special Servicer
pursuant to Section 7.01 or any appointment of a successor to the Master Servicer or the Special Servicer pursuant to Section
7.02, the Certificate Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses appearing
in the Certificate Register.


(b)                                  Not
later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse
of time or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator
would be deemed to have notice of the occurrence of such an event in accordance with Section 8.02(vii), the Certificate Administrator
shall transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan is affected, the related Serviced Companion
Noteholder) notice of such occurrence, unless such default shall have been cured.


Section 7.04       
Waiver of Servicer Termination Events. The Holders of Certificates representing at least 66-2/3% of the Voting Rights
allocated to each Class of Certificates affected




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by any Servicer Termination Event hereunder
may waive such Servicer Termination Event; provided, however, that a Servicer Termination Event under clause (i),
(ii), (viii) or (ix) of Section 7.01(a) may be waived only with the consent of all of the Certificateholders
of the affected Classes, and a Servicer Termination Event under clause (iii) of Section 7.01(a) (with respect to obligations
under Article XI) may be waived only with the consent of the Depositor. Upon any such waiver of a Servicer Termination Event,
subject to the rights of any affected holder of a Serviced Companion Loan under Section 7.01(c) or Section 7.01(f), such
Servicer Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver
of a Servicer Termination Event by Certificateholders, the Trustee and the Certificate Administrator shall be entitled to recover all
costs and expenses incurred by it in connection with enforcement action taken with respect to such Servicer Termination Event prior to
such waiver from the Trust. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right consequent
thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any
Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate
of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they would if any other Person
held such Certificates.


Section 7.05       
Trustee as Maker of Advances. In the event that the Master Servicer fails to fulfill its obligations hereunder to make any
Advances and such failure remains uncured, the Trustee shall perform such obligations (x) within five (5) Business Days following
such failure by the Master Servicer with respect to Servicing Advances resulting in a Servicer Termination Event under Section 7.01(a)(iii)
to the extent a Responsible Officer of the Trustee has actual knowledge of such failure with respect to such Servicing Advances and (y) by
noon, New York City time, on the related Distribution Date with respect to P&I Advances pursuant to the Certificate Administrator’s
notice of failure pursuant to Section 4.03(a) unless such failure has been cured. With respect to any such Advance made by the
Trustee, the Trustee shall succeed to all of the Master Servicer’s rights with respect to Advances hereunder, including, without
limitation, the Master Servicer’s rights of reimbursement and interest on each Advance at the Reimbursement Rate, and rights to
determine that a proposed Advance is a Nonrecoverable P&I Advance or Servicing Advance, as the case may be, (without regard to any
impairment of any such rights of reimbursement caused by the Master Servicer’s default in its obligations hereunder); provided,
however, that if Advances made by the Trustee and the Master Servicer shall at any time be outstanding, or any interest on any
Advance shall be accrued and unpaid, all amounts available to repay such Advances and the interest thereon hereunder shall be applied
entirely to the Advances outstanding to the Trustee, until such Advances shall have been repaid in full, together with all interest accrued
thereon, prior to reimbursement of the Master Servicer for such Advances. The Trustee shall be entitled to conclusively rely on any notice
given with respect to a Nonrecoverable Advance hereunder.




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[End of Article VII]


ARTICLE
VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


Section 8.01       
Duties of the Trustee and the Certificate Administrator.

(a)  The Trustee and the Certificate Administrator, prior to the occurrence
of a Servicer Termination Event and after the curing or waiving of all Servicer Termination Events which may have occurred, undertake
to perform such duties and only such duties as are specifically set forth in this Agreement. If a Servicer Termination Event occurs and
is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care
and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. Any permissive
right of the Trustee and the Certificate Administrator contained in this Agreement shall not be construed as a duty.


(b)                                  The
Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders
or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required to be furnished pursuant
to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II,
the Diligence Files, any CREFC® reports and any information delivered for posting to the Certificate Administrator’s
Website or the 17g-5 Information Provider’s Website), shall examine them to determine whether they conform to the requirements
of this Agreement. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, the Trustee
or the Certificate Administrator shall notify the party providing such instrument and requesting the correction thereof. The Trustee
or the Certificate Administrator shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion,
report, document, order or other instrument furnished by the Depositor, the Master Servicer or the Special Servicer or another Person,
and accepted by the Trustee or the Certificate Administrator in good faith, pursuant to this Agreement.


(c)                                   No
provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however, that:


(i)                                      Prior
to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may have occurred,
the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express provisions of this
Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of such duties and obligations
as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee
and the Certificate Administrator and, in the absence of bad faith on the part of the Trustee and the Certificate Administrator, the
Trustee and the Certificate Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the Trustee or the Certificate Administrator and conforming to the
requirements of this Agreement;




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(ii)                                   Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good faith
by a Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall be proved
that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts; and


(iii)                                Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken, suffered or omitted to
be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater than 25% (i) of the Percentage
Interest of each affected Class, or (ii) if each Class is an affected Class of the aggregate Voting Rights of the Certificates,
relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator,
or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement (unless a higher percentage
of Voting Rights is required for such action).


(d)                                  The
Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the Serviced Companion
Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this Agreement to the extent
such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification pursuant to this Agreement.


Section 8.02       
Certain Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise provided in Section 8.01:


(i)                                      The
Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
direction of the Depositor, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion,
report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have
been signed or presented by the proper party or parties;


(ii)                                   The
Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be
full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and
in accordance therewith;


(iii)                                Neither
the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in it by this
Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this
Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator, as applicable, security
or indemnity reasonably satisfactory to it, against the costs, expenses and liabilities which may be incurred therein or thereby; neither
the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder, or




    		-380-	 



    


    

in the exercise of any of its rights
or powers, unless repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is reasonably assured
to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of a Servicer Termination Event
which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care
and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs;


(iv)                               Neither
the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


(v)                                  Prior
to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events which may have occurred,
neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document,
unless requested in writing to do so by Holders of Certificates entitled to more than 50% of the Voting Rights; provided, however,
that if the payment within a reasonable time to the Trustee or the Certificate Administrator of the costs, expenses or liabilities likely
to be incurred by it in the making of such investigation is, in the opinion of the Trustee or the Certificate Administrator, respectively,
not reasonably assured to the Trustee or the Certificate Administrator by the security afforded to it by the terms of this Agreement,
the Trustee or the Certificate Administrator, respectively, may require indemnity reasonably satisfactory to it from such requesting
Holders against such expense or liability as a condition to taking any such action. The reasonable expense of every such reasonable examination
shall be paid by the requesting Holders;


(vi)                               The Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents, affiliates or attorneys; provided, however, that the appointment of such agents,
affiliates or attorneys shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided,
further, that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any
Person that is a Prohibited Party;


(vii)                            For
all purposes under this Agreement, none of the Trustee, the Custodian or the Certificate Administrator shall be deemed to have actual
knowledge or notice of any Servicer Termination Event or Asset Representations Reviewer Termination Event or any act, failure or breach
of any Person upon the occurrence of which the Trustee or Certificate Administrator may be required to act unless a Responsible Officer
of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless written notice of any event, act,
failure or breach, as applicable, which is in fact such a default is received by the Trustee or the Certificate Administrator at the
respective Corporate Trust Office, and such notice references the Certificates or this Agreement;




    		-381-	 



    


    

(viii)                         Neither the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer or the
Special Servicer (unless the Trustee is acting as the Master Servicer or the Special Servicer, as the case may be, in which case the Trustee
shall only be responsible for its own actions as the Master Servicer or the Special Servicer) or of the Depositor, the Operating Advisor
or the Asset Representations Reviewer;


(ix)                                 Neither
the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust Fund unless it is
determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as applicable, negligence
or willful misconduct was the primary cause of such insufficiency;


(x)                                    In
no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations
hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of its own negligence,
bad faith or willful misconduct;


(xi)                                 Nothing
herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law; and


(xii)                              Nothing
herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect to its rights and
protections relative to the Trust.


Each of the Trustee and the
Certificate Administrator shall be entitled to all of the same rights, protections, immunities and indemnities afforded to it as Trustee
and Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including, without limitation, as Custodian,
Certificate Registrar, 17g-5 Information Provider and Authenticating Agent).


Section 8.03       
Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans. The recitals
contained herein and in the Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator in Section
2.01(h) and Section 2.04 and the signature, if any, of the Certificate Registrar and Authenticating Agent set forth on any
outstanding Certificate, shall not be taken as the statements of the Trustee or the Certificate Administrator, and the Trustee or the
Certificate Administrator assume no responsibility for their correctness. Neither the Trustee nor the Certificate Administrator makes
any representations as to the validity or sufficiency of this Agreement or of any Certificate (other than as to the signature, if any,
of the Trustee or the Certificate Administrator set forth thereon), any Mortgage Loan or related document. Neither the Trustee nor the
Certificate Administrator shall be accountable for the use or application by the Depositor of any of the Certificates issued to it or
of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor in respect of the assignment of
the Mortgage Loans to the Trust, or any funds deposited in or withdrawn from the Collection Account or any other account by or on behalf
of the Depositor, the Master Servicer, the Special Servicer or in the case of the Trustee, the Certificate Administrator. The Trustee
and the Certificate Administrator shall not be responsible for and may rely upon the accuracy or content of any resolution, certificate,
statement, opinion,




    		-382-	 



    


    

report, document, order or other instrument
furnished by the Depositor, the Master Servicer or the Special Servicer and accepted by the Trustee or the Certificate Administrator,
in good faith, pursuant to this Agreement.


Section 8.04       
Trustee or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each in its individual
capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and may deal with the Depositor,
the Master Servicer, the Special Servicer or the Underwriters in banking transactions, with the same rights it would have if it were not
Trustee or the Certificate Administrator.


Section 8.05       
Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator. (a) As
compensation for the performance of their respective duties hereunder, the Trustee will be paid the Trustee Fee, which shall cover recurring
and otherwise reasonably anticipated expenses of the Trustee, and the Certificate Administrator will be paid the Certificate Administrator
Fee equal to the Certificate Administrator’s portion of one month’s interest at the Certificate Administrator Fee Rate, which
shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Trustee Fee and Certificate
Administrator Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage Loan and REO Loan (other
than the portion of an REO Loan related to any Companion Loan), the Certificate Administrator shall pay to the Trustee monthly the Trustee
Fee from the Certificate Administrator Fee, which Certificate Administrator Fee shall accrue from time to time at the Certificate Administrator
Fee Rate and the Certificate Administrator Fee shall be computed in the same manner as interest is calculated thereon and for the same
period respecting which any related interest payment due or deemed thereon is computed. The Trustee Fee (which shall not be limited to
any provision of law in regard to the compensation of a trustee of an express trust) shall constitute the Trustee’s sole form of
compensation for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any
of the powers and duties of the Trustee hereunder, except for the reimbursement of expenses specifically provided for herein. The Certificate
Administrator Fee shall constitute the Certificate Administrator’s sole form of compensation for the exercise and performance of
its powers and duties hereunder, except for the reimbursement of expenses specifically provided for herein. No Trustee Fee or Certificate
Administrator Fee shall be payable with respect to any Companion Loan.


(b)                                  The
Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity) and any
director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall be entitled
to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account or the Lower-Tier
REMIC Distribution Account, as applicable, from time to time) against any loss, liability or expense (including, without limitation,
costs and expenses of litigation and of enforcement of this indemnity, and of investigation, counsel fees, damages, judgments and amounts
paid in settlement, and expenses incurred in becoming the successor to the Master Servicer or the Special Servicer, to the extent not
otherwise paid hereunder) arising out of, or incurred in connection with, any act or omission of the Trustee or the Certificate Administrator,
respectively, relating to the exercise and performance of any of the powers, rights and duties of the Trustee or the Certificate Administrator,
respectively (including in any capacities




    		-383-	 



    


    

in which they serve, such as paying agent,
REMIC Administrator, Authenticating Agent, Custodian, Certificate Registrar, and 17g-5 Information Provider) hereunder; provided,
however, that none of the Trustee or the Certificate Administrator, nor any of the other above specified Persons shall be entitled
to indemnification pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements incurred
or made by or on behalf of the Trustee or the Certificate Administrator, respectively, in the normal course of the Trustee or the Certificate
Administrator, respectively, performing its duties in accordance with any of the provisions hereof, which are not “unanticipated
expenses of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or
liability specifically required to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or expense incurred
by reason of willful misconduct, bad faith or negligence in the performance of the Trustee’s or the Certificate Administrator’s,
respectively, obligations and duties hereunder, or by reason of negligent disregard of such obligations or duties, or as may arise from
a breach of any representation or warranty of the Trustee specified in Section 8.12 or the Certificate Administrator specified
in Section 8.14, respectively, made herein. The provisions of this Section 8.05(b) shall survive the termination of this
Agreement and any resignation or removal of the Trustee or the Certificate Administrator, respectively, and appointment of a successor
thereto. The foregoing indemnity shall also apply to the Certificate Administrator in all of its capacities hereunder, including Custodian,
Certificate Registrar and Authenticating Agent.


(c)                                   The
Certificate Administrator shall indemnify and hold harmless the Depositor and Mortgage Loan Sellers from and against any claims, losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by
the Depositor, any Mortgage Loan Seller or its Affiliates that arise out of or are based upon (i) a breach by the Certificate
Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator is required
to make available information to a Privileged Person that is an NRSRO, of its obligations under this Agreement or (ii) negligence,
bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information Provider or in
any other capacity in which the Certificate Administrator is required to make available information to a Privileged Person that is an
NRSRO, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement.


Section 8.06       
Eligibility Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator
hereunder shall at all times be, and shall resign if it fails to be, (i) a corporation, national bank, national banking association
or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws
to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at
least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of the Trustee, shall not be
an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor
to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02) and (ii)(A) in the case of
the Certificate Administrator, an institution whose long-term senior unsecured debt is rated at least “Baa3” by Moody’s
or which has an issuer credit rating of “Baa3” by Moody’s and (B) in the case of the Trustee, an institution whose long-term
senior unsecured debt or issuer credit rating is at least “A2” by Moody’s or which has a long-term counterparty risk
assessment of at least “A2(cr)” by Moody’s




    		-384-	 



    


    

(provided, however, that the
Trustee may maintain a long-term senior unsecured debt rating or an issuer credit rating of at least “Baa3” by Moody’s
if the Master Servicer is an institution whose long-term senior unsecured debt is rated at least “A2” by Moody’s
or whose long-term counterparty risk assessment is rated at least “A2(cr)” by Moody’s), “A” by Fitch (or
a short-term rating of “F1” by Fitch) (provided, however, that the Trustee may maintain a rating of at least
“BBB-” by Fitch as long as the Master Servicer has a short-term rating of at least “F1” by Fitch or a long-term
senior unsecured debt rating of at least “A” by Fitch) and, if rated by KBRA, “BBB-” by KBRA; (or if not rated
by KBRA, then at least an equivalent rating by two other NRSROs, which may include Moody’s and Fitch), or in the case of the Certificate
Administrator and Trustee, such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation; and
(iii) an entity that is not a Prohibited Party.


If such corporation, national
bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation,
national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report
of condition so published. In the event the place of business from which the Certificate Administrator administers the Trust REMICs or
in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust on the net income of
a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as
applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay
such tax at no expense to the Trust or (iii) administer the Trust REMICs from a state and local jurisdiction that does not impose
such a tax.


Section 8.07       
Resignation and Removal of the Trustee and Certificate Administrator. (a)  The
Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by giving written notice
thereof to the Depositor, the Master Servicer, the Special Servicer and the Trustee or the Certificate Administrator, as applicable, the
Operating Advisor, the Asset Representations Reviewer, 17g-5 Information Provider and to all Certificateholders. The Certificate Administrator
shall post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and provide notice of
such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall promptly post
such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c). Upon receiving such notice
of resignation, the Depositor shall use its reasonable best efforts to promptly appoint a successor trustee or successor certificate administrator
acceptable to the Master Servicer and, prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder
by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee or Certificate Administrator and to
the successor trustee or certificate administrator. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer,
the Certificateholders and the Trustee or Certificate Administrator, as applicable, by the Depositor. If no successor trustee or certificate
administrator shall have been so appointed and have accepted appointment within ninety (90) days after the giving of such notice
of resignation, the resigning Trustee or Certificate Administrator may petition any court of competent jurisdiction for the appointment
of a successor trustee or certificate administrator, as applicable, and such petition will be an expense of the Trust.




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(b)                                  If at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section
8.06 (and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written request therefor
by the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable of acting,
or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of its property shall be
appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or of its property or affairs
for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate Administrator (if different than the
Trustee) shall fail to timely publish any report to be delivered, published or otherwise made available by the Certificate Administrator
pursuant to Section 4.02 and such failure shall continue unremedied for a period of five (5) days, or if the Certificate
Administrator fails to make distributions required pursuant to Section 4.01 or Section 9.01, then the Depositor may remove
the Trustee or Certificate Administrator, as applicable, and appoint a successor trustee or certificate administrator acceptable to the
requesting Master Servicer, by written instrument, in duplicate, which instrument shall be delivered to the Trustee or Certificate Administrator
so removed and to the successor trustee or certificate administrator in the case of the removal of the Trustee or Certificate Administrator.
A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor.
If no successor trustee or certificate administrator shall have been so appointed and have accepted appointment within ninety (90) days
after the giving of such notice of removal, the removed Trustee or Certificate Administrator may petition any court of competent jurisdiction
for the appointment of a successor trustee or certificate administrator, as applicable, at the expense of the Trust.


(c)                                   The
Holders of Certificates entitled to at least 75% of the Voting Rights may, upon thirty (30) days’ prior written notice,
with or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator by
written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee or Certificate Administrator so removed
and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer
and the remaining Certificateholders by the Master Servicer. In the event of any such termination without cause pursuant to this Section
8.07(c), the successor trustee or certificate administrator, as applicable, shall be responsible for all costs and expenses necessary
to effect the transfer of responsibilities from its predecessor.


(d)                                  Any
resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator
pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by
the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator shall
have filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K filings have been completed
with respect to any related Companion Loan. Further, the resigning Trustee or Certificate Administrator, as the case may be, shall pay
all costs and expenses associated with the transfer of its duties.


If the same party is acting
as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party in its capacity as Trustee or Certificate
Administrator, as applicable, shall also result in such party’s removal in its capacity as Trustee or Certificate




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Administrator, as applicable, and the Depositor
shall appoint a successor certificate administrator and a successor trustee, in each instance meeting the eligibility requirements set
forth hereunder.


Upon any succession of the
Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator shall be entitled to the
payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for services rendered and expenses incurred
(including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator shall be personally liable for any action
or omission of any successor trustee or certificate administrator.


(e)                                   Upon
the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the termination
of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each Mortgage Loan (to
the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee), without recourse, representation
or warranty, express or implied, to the order of the successor, as trustee for the registered Holders of BBCMS Mortgage Trust 2022-C18,
Commercial Mortgage Pass-Through Certificates, Series 2022-C18 or in blank, and (ii) in the case of the other assignable Mortgage
Loan documents (to the extent such other Mortgage Loan documents were assigned to the outgoing trustee), assign such Mortgage Loan documents
to such successor, and such successor shall review the documents delivered to it or to the Custodian with respect to each Mortgage Loan,
and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made;
(b) if any original executed Mortgage Note for a Mortgage Loan was not endorsed to the outgoing trustee, the Custodian shall,
upon its receipt of a Request for Release, deliver such Mortgage Note to the Depositor or the successor trustee, as requested, and the
Master Servicer and the Depositor shall cooperate with any successor trustee to ensure that such Mortgage Note is endorsed (without recourse,
representation or warranty, express or implied) to the order of the successor, as trustee for the registered Holders of BBCMS Mortgage
Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18 or in blank; provided, however, that,
notwithstanding anything to the contrary herein, to the extent that any such endorsement of such Mortgage Note requires the signature
of the related Mortgage Loan Seller in order to comply with the foregoing, then the Master Servicer shall use reasonable efforts to cause
the related Mortgage Loan Seller to execute such endorsement; (c) if any other assignable Mortgage Loan document was not assigned
to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Loan document to the Depositor
or the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate with any successor trustee to ensure
that such Mortgage Loan document is assigned to such successor trustee; and (d) in any case, such successor trustee shall review
the documents delivered to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage
Loan then subject to this Agreement, such endorsements and assignments have been made or, in the event such endorsement or assignment
cannot be made for any reason, to note the same in such certification.


(f)                                     Neither
the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


Section 8.08       
Successor Trustee or Certificate Administrator. (a) Any successor
trustee or certificate administrator appointed as provided in Section 8.07 shall execute,




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acknowledge and deliver to the Depositor, the
Master Servicer, the Special Servicer and to its predecessor Trustee or Certificate Administrator an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator shall become effective and
such successor trustee or certificate administrator without any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate
Administrator herein. The predecessor Trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements
held by it hereunder (other than any Mortgage Files at the time held on its behalf by the Custodian, which Custodian, at Custodian’s
option shall become the agent of the successor trustee), and the Depositor, the Master Servicer, the Special Servicer and the predecessor
Trustee shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and certainly
vest and confirm in the successor trustee all such rights, powers, duties and obligations, and to enable the successor trustee to perform
its obligations hereunder.


(b)                                  No
successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this Section 8.08
unless at the time of such acceptance such successor trustee or successor certificate administrator, as applicable, shall be eligible
under the provisions of Section 8.06.


(c)                                   Upon
acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08, the
Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the Depositor
and the Certificateholders. If the Master Servicer fails to deliver such notice within ten (10) days after acceptance of appointment
by the successor trustee or successor certificate administrator, as applicable, such successor trustee or successor certificate administrator
shall cause such notice to be delivered at the expense of the Master Servicer.


Section 8.09       
Merger or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the Certificate Administrator
may be merged or converted or with which it may be consolidated or any Person resulting from any merger, conversion or consolidation to
which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding to all or substantially all of the corporate
trust business of the Trustee or the Certificate Administrator shall be the successor of the Trustee or the Certificate Administrator,
as applicable, hereunder; provided that, in the case of the Trustee, such successor Person shall be eligible under the provisions
of Section 8.06, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding. The Certificate Administrator shall post such notice to the Certificate Administrator’s
Website in accordance with Section 3.13(b) and shall provide notice of such event to the Master Servicer, the Special Servicer,
the Depositor and the 17g-5 Information Provider, which shall post such notice to the 17g-5 Information Provider’s Website
in accordance with Section 3.13(c).


Section 8.10       
Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding
any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the
Trust Fund or property securing the same may at the time be located, the Master Servicer and the Trustee acting jointly shall have the
power and shall execute and deliver all instruments to appoint one or more Persons approved by the




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Trustee to act as co-trustee or co-trustees,
jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or
Persons, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section 8.10,
such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the
Master Servicer shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request to do so,
or in case a Servicer Termination Event shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment.
No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section
8.06 hereunder and no notice to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required
under Section 8.08. All co-trustee fees shall be payable out of the Trust Fund.


(b)                                  In
the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties
and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and
such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular
act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or the Special Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed by such
separate trustee or co-trustee at the direction of the Trustee.


(c)                                   Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with
the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every
provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such
instrument shall be filed with the Trustee.


(d)                                  Any
separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.
If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of
a new or successor trustee.


(e)                                   The
appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder.


Section 8.11       
Appointment of Custodians. The Certificate Administrator is hereby appointed as the Custodian to hold all or a portion of
the Mortgage Files. The Custodian shall be a depository institution subject to supervision by federal or state authority, shall have combined
capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it holds any Mortgage File.
The Custodian shall be subject to the same




    		-389-	 



    


    

obligations and standard of care as would be
imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator.
Upon termination or resignation of the Custodian, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements.
The appointment of one or more Custodians by the Certificate Administrator shall not relieve the Certificate Administrator from any of
its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of any Custodian other
than the initial Custodian. Any Custodian appointed hereunder must maintain a fidelity bond and errors and omissions policy in an amount
customary for Custodians which serve in such capacity in commercial mortgage loan securitization transactions, or may self-insure.


Section 8.12     
Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder and the Certificate
Administrator for the benefit of the Certificateholders, as of the Closing Date, that:


(i)                                      The
Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United States
of America;


(ii)                                   The
execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee,
will not violate the Trustee’s charter and by-laws or constitute a default (or an event which, with notice or lapse of time,
or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party
or which is applicable to it or any of its assets;


(iii)                                The
Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized
the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


(iv)                               This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding
obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and the rights of
creditors of national banking associations specifically and (b) general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;


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




    		-390-	 



    


    

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


(vii)                            No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance
by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated by this Agreement,
except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance
by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the
ability of the Trustee to perform its obligations hereunder; and


(viii)                         To
its actual knowledge, the Trustee is not a Risk Retention Affiliate of the Third Party Purchaser.


Section 8.13       
Provision of Information to Certificate Administrator, Master Servicer and Special Servicer. The Master Servicer shall promptly,
upon request, provide the Special Servicer and the Certificate Administrator with notice of any change in the identity and/or contact
information of any Serviced Companion Noteholder (to the extent it receives written notice of such change). The Certificate Administrator,
the Master Servicer and the Special Servicer may each conclusively rely on the information provided to them regarding identity and/or
contact information regarding any Serviced Companion Noteholder, and the Certificate Administrator, the Master Servicer and the Special
Servicer, as applicable, shall have no liability for notices not sent to the correct Serviced Companion Noteholders or any obligation
to determine the identity and/or contact information of the Serviced Companion Noteholders to the extent updated or correct information
regarding the holders of any of the Serviced Companion Noteholders or the most recent identity and/or contact information regarding any
of the Serviced Companion Noteholders has not been provided to the Certificate Administrator, the Master Servicer or the Special Servicer,
as applicable.


Section 8.14       
Representations and Warranties of the Certificate Administrator. The Certificate Administrator hereby represents and warrants
to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced
Companion Noteholder, and the Trustee, for the benefit of the Certificateholders, as of the Closing Date, that:


(i)                                      The
Certificate Administrator is a national banking association duly organized under the laws of the United States of America, duly organized,
validly existing and in good standing under the laws thereof;


(ii)                                   The
execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the terms of this
Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws or constitute
a default (or an event which, with notice or lapse of time, or both,




    		-391-	 



    


    

would constitute a default) under, or
result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its
assets;


(iii)                                The
Certificate Administrator has the full power and authority to enter into and consummate all transactions contemplated by this Agreement,
has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


(iv)                               This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding
obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance with the terms hereof, subject
to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’
rights generally and the rights of creditors of national banking associations specifically and (b) general principles of equity,
regardless of whether such enforcement is considered in a proceeding in equity or at law;


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


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


(vii)                            No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance
by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement or the consummation of the transactions
contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained
prior to the actual performance by the Certificate Administrator of its obligations under this Agreement, and which, if not obtained
would not have a materially adverse effect on the ability of the Certificate Administrator to perform its obligations hereunder; and


(viii)                         To
its actual knowledge, the Certificate Administrator is not a Risk Retention Affiliate of the Third Party Purchaser.


Section 8.15       
Compliance with the PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in effect from
time to time applicable to banking




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institutions, including those relating to the
funding of terrorist activities and money laundering (“Applicable Laws”), each of the Trustee, the Certificate Administrator,
the Special Servicer and the Master Servicer is required to obtain, verify and record certain information relating to individuals and
entities which maintain a business relationship with the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer,
as applicable, arising out of the Trust or this Agreement. Accordingly, each of the parties to this Agreement agrees to provide to the
Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer, upon its respective reasonable request from time
to time such identifying information and documentation as may be available for such party in order to enable the Trustee, the Certificate
Administrator, the Special Servicer and the Master Servicer to comply with Applicable Laws.


[End of Article VIII]


ARTICLE
IX



TERMINATION


Section 9.01       
Termination upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section 9.02,
the Trust and the respective obligations and responsibilities under this Agreement of the Certificate Administrator (other than the obligations
of the Certificate Administrator to provide for and make payments to Certificateholders as hereafter set forth), the Certificate Registrar,
the Custodian (other than the obligations of the Custodian to deliver any remaining Mortgage Files with any necessary assignments, endorsements
and other instruments as hereafter set forth), the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer and the Trustee, shall terminate upon payment (or provision for payment) to the Certificateholders of all amounts
held by the Certificate Administrator and required hereunder to be so paid on the Distribution Date following the earlier to occur of
(i) the final payment (or related Advance) or other liquidation of the last Mortgage Loan and REO Property (as applicable) subject
hereto, (ii) the purchase or other liquidation by the Holders of the majority of the Controlling Class, the Special Servicer, the
Master Servicer or the Holders of the Class R Certificates, in that order of priority, of all the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund at a price equal to (a) the Termination Purchase Amount, plus (b) the
reasonable out-of-pocket expenses of the Master Servicer and the Special Servicer with respect to such termination, other than
in the case of the Master Servicer or Special Servicer, as applicable, that is a purchaser of such Mortgage Loans, minus (c) solely
in the case where the Master Servicer is exercising such purchase right, the aggregate amount of unreimbursed Advances, together with
any interest accrued and payable to the Master Servicer in respect of such Advances in accordance with Sections 3.03(d) and
4.03(d) and any unpaid Servicing Fees, remaining outstanding and payable solely to the Master Servicer (which items shall be deemed
to have been paid or reimbursed to the Master Servicer in connection with such purchase) or (iii) so long as the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E-RR Certificates are no
longer outstanding, the voluntary exchange by the Sole Certificateholder of all the then-outstanding Certificates (other than the Class
R Certificates) and the payment or deemed payment by such exchanging party or the Termination Purchase Amount for the remaining Mortgage
Loans and REO Properties remaining in the Trust Fund; provided, however, that in no event shall the Trust




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created hereby continue beyond the expiration
of twenty-one (21) years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of
the United States to the Court of St. James’s, living on the date hereof. Upon termination of the Trust pursuant to clause (i) of
the immediately preceding sentence, the Custodian shall release or cause to be released to the Master Servicer, at the address provided
in Section 13.05 of this Agreement or to such other address designated by the Master Servicer in writing, any Mortgage Files remaining
in its possession.


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class
E-RR Certificates are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the
consent of the Master Servicer, to exchange all of the outstanding Certificates (other than the Class R Certificates together with the
payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans and each REO Property remaining in the Trust
Fund as contemplated by clause (iii) of the first paragraph of this Section 9.01 by giving written notice to all the
parties hereto no later than sixty (60) days prior to the anticipated date of exchange. In the event that the Sole Certificateholder
elects to exchange all of the outstanding Certificates (other than the Class R Certificates) for all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust in accordance with the preceding sentence, such Sole Certificateholder, not later
than the Distribution Date on which the final distribution on the Certificates is to occur, shall remit for deposit in the Collection
Account an amount in immediately available funds equal to (a) the Termination Purchase Amount plus (b) all amounts due and owing to the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator hereunder through the date of the
liquidation of the Trust that may be withdrawn from the Collection Account, or an escrow account acceptable to the respective parties
hereto, pursuant to Section 3.05(a) or that may be withdrawn from the Distribution Account pursuant to Section 3.05(b),
but only to the extent that such amounts are not already on deposit in the Collection Account, and (ii) be deemed to pay to the Trust
(which amount shall be further deemed distributed to the Holders of all outstanding Certificates) an amount equal to the Termination Purchase
Amount. In addition, the Master Servicer shall transfer all amounts required to be transferred to the Lower-Tier REMIC Distribution Account
on the P&I Advance Date related to such Distribution Date in which the final distribution on the Certificates is to occur from the
Collection Account pursuant to the first paragraph of Section 3.04(b) (provided, however, that if a Serviced Whole
Loan is secured by REO Property, the portion of the above-described purchase price allocable to such Trust’s portion of REO Property
shall initially be deposited into the related REO Account). Upon confirmation that such final deposits have been made and following the
surrender of all its Certificates (other than the Class R Certificates) on the applicable Distribution Date, the Custodian shall, upon
receipt of a Request for Release from the Master Servicer, release or cause to be released to the Sole Certificateholder or any designee
thereof, the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished
to it by the Sole Certificateholder as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining in
the Trust Fund, and the Trust shall be liquidated in accordance with Section 9.02. Solely for federal income tax purposes, the
Sole Certificateholder shall be deemed to have purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate
Balance of the Principal Balance Certificates, plus accrued, unpaid interest with respect thereto, and the Certificate Administrator




    		-394-	 



    


    

shall credit such amounts against amounts distributable
in respect of such Certificates and Related Lower-Tier Regular Interests.


The obligations and responsibilities
under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Companion
Paying Agent shall terminate with respect to any Companion Loan to the extent (i) its related Serviced Mortgage Loan has been paid
in full or is no longer part of the Trust Fund and (ii) no amounts payable by the related Companion Holder to or for the benefit
of the Trust or any party hereto in accordance with the related Intercreditor Agreement remain due and owing.


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of priority,
may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of
any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii)
of the first paragraph of this Section 9.01 by giving written notice to the Trustee, the Certificate Administrator, and the other
parties hereto no later than sixty (60) days prior to the anticipated date of purchase; provided, however, that the
Holders of the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates (in that order)
may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund only
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any
REO Loans held by the Trust is less than 1.0% of the aggregate Stated Principal Balances of the Mortgage Loans as set forth in the Preliminary
Statement. This purchase shall terminate the Trust and retire the then-outstanding Certificates. In the event that the Master Servicer
or the Special Servicer purchases, or the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates
purchase, all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund in accordance with
the preceding sentence, the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class or the Holders
of the Class R Certificates, as the case may be, shall deposit in the Lower-Tier REMIC Distribution Account not later than the P&I
Advance Date relating to the Distribution Date on which the final distribution on the Certificates is to occur, an amount in immediately
available funds equal to the above-described purchase price (exclusive of any portion thereof payable to any Person other than the Certificateholders
pursuant to Section 3.05(a), which portion shall be deposited in the Collection Account). In addition, the Master Servicer shall
transfer to the Lower-Tier REMIC Distribution Account all amounts required to be transferred thereto on such P&I Advance Date from
the Collection Account pursuant to the first paragraph of Section 3.04(b), together with any other amounts on deposit in the Collection
Account that would otherwise be held for future distribution. Upon confirmation that such final deposits and payments have been made,
the Custodian shall release or cause to be released to the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling
Class or the Holders of the Class R Certificates, as applicable, the Mortgage Files for the remaining Mortgage Loans and shall execute
all assignments, endorsements and other instruments furnished to it by the Master Servicer, the Special Servicer, the Holders of the majority
of the Controlling Class or the Holders of the Class R Certificates, as the case may be, as shall be necessary to effectuate transfer
of the Mortgage Loans as assets of the Trust and REO Properties remaining in the Trust Fund.




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For purposes of this Section
9.01, the Holders of the majority of the Controlling Class shall have the first option to terminate the Upper-Tier REMIC and Lower-Tier
REMIC, then the Special Servicer, then the Master Servicer, and then the Holders of the Class R Certificates. For purposes of this Section
9.01, the Directing Certificateholder with the consent of the Holders of the Controlling Class, shall act on behalf of the Holders
of the Controlling Class in purchasing the assets of the Trust and terminating the Trust.


Notice of any termination
pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to the Certificateholders, each
Serviced Companion Noteholder and the 17g-5 Information Provider in accordance with the provisions of Section 3.13(c) (who
shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s Website in accordance with the provisions
of Section 3.13(c)) and, if not previously notified pursuant to this Section 9.01, to the other parties hereto mailed (a) in
the event such notice is given in connection with the purchase of all of the Mortgage Loans is an asset of the Trust and each REO Property
remaining in the Trust Fund, not earlier than the 15th day and not later than the 25th day of the month next preceding the month
of the final distribution on the Certificates, or (b) otherwise during the month of such final distribution on or before the P&I
Advance Determination Date in such month, in each case specifying (i) the Distribution Date upon which the Trust will terminate and
final payment of the Certificates will be made, (ii) the amount of any such final payment and (iii) that the Record Date otherwise
applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at
the offices of the Certificate Registrar or such other location therein designated.


After transferring the Lower-Tier
Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable to the Regular Certificates
pursuant to Section 4.01(f) to the Upper-Tier REMIC Distribution Account pursuant to Section 3.04(b) and upon presentation
and surrender of the Certificates by the Certificateholders on the final Distribution Date, the Certificate Administrator shall distribute
to each Certificateholder so presenting and surrendering its Certificates (i) such Certificateholder’s Percentage Interest
of that portion of the amounts then on deposit in the Upper-Tier REMIC Distribution Account that are allocable to payments on the
Class of Certificates so presented, and (ii) any remaining amount shall be distributed to the Class R Certificates in respect of the Class
LR Interest or the Class UR Interest, as applicable. Amounts transferred from the Lower-Tier REMIC Distribution Account to the Upper-Tier
REMIC Distribution Account as of the final Distribution Date, shall be distributed in termination and liquidation of the Lower-Tier
Regular Interests and the Class LR Interest in accordance with Section 4.01(a), Section 4.01(c), Section 4.01(f)
and Section 4.01(g). Any funds not distributed on such Distribution Date shall be set aside and held uninvested in trust for the
benefit of the Certificateholders not presenting and surrendering their Certificates in the aforesaid manner and shall be disposed of
in accordance with this Section 9.01 and Section 4.01(j).


Section 9.02       
Additional Termination Requirements. (a) In the event the Master
Servicer or the Special Servicer purchases, or the Holders of the Controlling Class or the Holders of the Class R Certificates purchase,
all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund as provided in Section 9.01,
the Upper-Tier REMIC and Lower-Tier REMIC, as applicable, shall be terminated in accordance with the following additional requirements,
which meet the definition of a “qualified liquidation” in Section 860F(a)(4) of the Code:




    		-396-	 



    


    

(i)                                      the Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date
of mailing of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMIC’s final Tax
Returns pursuant to Treasury Regulations Section 1.860F-1;


(ii)                                   during
the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates, the Certificate
Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMIC(s) to the Master Servicer, the Special
Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable, for cash; and


(iii)                                 within
such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular Interests,
the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of
the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC) and in respect of the Class UR
Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained to meet claims), and the Trust (if applicable)
or the related Trust REMIC(s) shall terminate at that time.


[End of Article IX]


ARTICLE
X



ADDITIONAL REMIC PROVISIONS


Section 10.01   
REMIC Administration. (a)  The Certificate Administrator shall
make elections or cause elections to be made to treat each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State
and Local Tax Law. Each such election will be made on Form 1066 or other appropriate federal tax return for the taxable year ending
on the last day of the calendar year in which the Lower-Tier Regular Interests and the Regular Certificates are issued. For the purposes
of the REMIC election in respect of the Upper-Tier REMIC, each Class of the Regular Certificates shall be designated as the “regular
interests” and the Class UR Interest shall be designated as the sole class of “residual interests” in the Upper-Tier
REMIC. For purposes of the REMIC election in respect of the Lower-Tier REMIC, each Class of Lower-Tier Regular Interests shall
be designated as a class of “regular interests” and the Class LR Interest shall be designated as the sole class of “residual
interests” in the Lower-Tier REMIC. None of the Special Servicer, the Master Servicer or the Trustee shall permit the creation
of any “interests” (within the meaning of Section 860G of the Code) (i) in the Upper-Tier REMIC other than the Regular
Certificates and the Class UR Interest and (ii) in the Lower-Tier REMIC other than the Lower-Tier Regular Interests and the Class LR Interest.


(b)                                  [RESERVED.]


(c)                                    The
Closing Date is hereby designated as the “startup day” (“Startup Day”) of the Upper-Tier REMIC and Lower-Tier
REMIC, in each case within the meaning of Section 860G(a)(9) of the Code.




    		-397-	 



    


    

(d)                                  The Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving any
such Trust REMIC and shall represent each such Trust REMIC in any administrative or judicial proceeding relating to an examination or
audit by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’ or
accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust and the
Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans and any REO Properties
on deposit in the Collection Account as provided by Section 3.05 unless such legal expenses and costs are incurred by reason of
the Certificate Administrator’s willful misconduct, bad faith or negligence. The Certificate Administrator is hereby designated
as the “partnership representative” (within the meaning of Section 6223 of the Code) of each Trust REMIC. By their
acceptance thereof, the Holders of the Class R Certificates hereby agree to such designation, on behalf of themselves and all
successor Holder of Class R Certificates.


(e)                                   The
Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns that it
determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee shall
timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne by the Certificate Administrator
without any right of reimbursement therefor. The Certificate Administrator shall prepare or cause to be prepared, and file or cause to
be filed with the IRS, on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC, an application for a taxpayer identification
number for such REMIC on IRS Form SS-4 or obtain such number by other permissible means. The Certificate Administrator shall be responsible
for the preparation of the related IRS Form W-9, if such form is requested. The Trustee shall be entitled to rely on the information
contained therein and is hereby directed to execute such IRS Form W-9; provided, however, the Certificate Administrator
shall also be directed to execute such IRS Form W-9 (in lieu of the Trustee) if permitted by IRS regulations.


(f)                                     The
Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such information
as is necessary for the application of any tax relating to the Transfer of such Class R Certificate to any Person who is a Disqualified
Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders such information
or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market
discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service on Form 8811, within thirty
(30) days after the Closing Date, the name, title, address and telephone number of the Certificate Administrator as the “partnership
representative” of each of the Trust REMICs created hereunder.


(g)                                   The
Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within the Certificate
Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary to maintain the status
of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate Administrator to the extent reasonably
requested by the Certificate Administrator to do so. Neither the Master Servicer nor the Special Servicer shall knowingly or intentionally
take any action, cause the Trust to take any action or fail to take (or fail to cause to be taken) any action reasonably within its control
and the scope of duties more specifically set forth herein, that, under




    		-398-	 



    


    

the REMIC Provisions, if taken or not taken,
as the case may be, could (i) cause either Trust REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax
upon either Trust REMIC or the Trust (including but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2)
of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net
income from foreclosure property”) (either such event, an “Adverse REMIC Event”) unless the Certificate Administrator
receives an Opinion of Counsel (at the expense of the party seeking to take such action or, if such party fails to pay such expense, and
the Certificate Administrator determines that taking such action is in the best interest of the Trust and the Certificateholders, at the
expense of the Trust, but in no event at the expense of the Certificate Administrator or the Trustee) to the effect that the contemplated
action will not, with respect to the Trust or either Trust REMIC created hereunder, cause the loss of such status or, unless the Certificate
Administrator determines in its sole discretion to indemnify the Trust against such tax, result in the imposition of such a tax (not including
a tax on “net income from foreclosure property”). The Trustee shall not take or fail to take any action (whether or not authorized
hereunder) as to which the Certificate Administrator has advised it in writing that it has received an Opinion of Counsel to the effect
that an Adverse REMIC Event could occur with respect to such action. The Certificate Administrator may consult with counsel to make such
written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement,
but in no event at the expense of the Certificate Administrator or the Trustee. At all times as may be required by the Code, the Certificate
Administrator will to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially
all of the assets of each Trust REMIC as “qualified mortgages” as defined in Section 860G(a)(3) of the Code and “permitted
investments” as defined in Section 860G(a)(5) of the Code.


(h)                                   In
the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions
to tax, is imposed on either Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders of the Certificates,
except as provided in the last sentence of this Section 10.01(h); provided that with respect to the estimated amount of
tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c) of the Code or any similar tax
imposed by a state or local tax authority, the Special Servicer shall retain in the related REO Account a reserve for the payment of
such taxes in such amounts and at such times as it shall deem appropriate (or as advised by the Certificate Administrator in writing),
and shall remit to the Master Servicer such reserved amounts as the Master Servicer shall request in order to pay such taxes. Except
as provided in the preceding sentence, the Master Servicer shall withdraw from the Collection Account sufficient funds to pay or provide
for the payment of, and to actually pay, such tax as is estimated to be legally owed by either Trust REMIC (but such authorization shall
not prevent the Certificate Administrator from contesting, at the expense of the Trust (other than as a consequence of a breach of its
obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law,
pending the outcome of such proceedings). The Certificate Administrator is hereby authorized to and shall segregate, into a separate
non-interest bearing account, the net income from any “prohibited transaction” under Section 860F(a) of the Code
or the amount of any taxable contribution to either Trust REMIC after the Startup Day that is subject to tax under Section 860G(d)
of the Code and use such income or amount, to the extent necessary, to pay such prohibited transactions tax. To the extent that any such
tax (other than any such tax paid in respect of “net income from foreclosure property”) is paid to the Internal Revenue Service
or applicable




    		-399-	 



    


    

state or local tax authorities, the Certificate
Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders of Class R Certificates (as applicable)
and shall distribute such retained amounts, (x) to the Lower-Tier REMIC to the extent they are fully reimbursed for any Realized Losses
arising therefrom, (y)  in the case of the Lower-Tier Regular Interests, to the Upper-Tier REMIC to the extent they are fully
reimbursed for any Realized Losses, arising therefrom and then to the Holders of the Class R Certificates in respect of the Class LR Interest
in the manner specified in Section 4.01(c) and (z) in the case of the Upper-Tier REMIC, to the Holders of the Principal
Balance Certificates in the manner specified in Section 4.01(a) to the extent they are fully reimbursed for any Realized Losses
arising therefrom and then to the Holders of the Class R Certificates in respect of the Class UR Interest. None of the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer shall be responsible for any taxes imposed on either Trust REMIC except to
the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement which breach constitutes
willful misconduct, bad faith, or negligence by such party.


(i)                
The Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with
respect to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


(j)                
Following the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to either
Trust REMIC unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of the party
seeking to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause an Adverse REMIC
Event.


(k)              
Neither the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or either Trust REMIC
will receive a fee or other compensation for services nor permit the Trust or either Trust REMIC to receive any income from assets other
than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined
in Section 860G(a)(5) of the Code.


(l)                
Solely for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” by
which the Certificate Balance or Notional Amount of each Class of Regular Certificates and by which the Lower-Tier Principal Amount of
each Class of Lower-Tier Regular Interests would be reduced to zero is the date that is the Rated Final Distribution Date.


(m)            
None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall sell, dispose
of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of a Mortgage
Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed in lieu of foreclosure,
(ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to Article IX of this Agreement or
(iv) a purchase of Mortgage Loans pursuant to Article II or Article III of this Agreement) or acquire any
assets for the Trust or either Trust REMIC or sell or dispose of any investments in the Collection Account or the REO Account for gain
unless it has received an Opinion of Counsel that such sale, disposition or substitution will not (a) affect adversely the status
of either Trust REMIC as a REMIC or (b) unless the Trustee,




    		-400-	 



    


    

the Certificate Administrator, the Master Servicer
or the Special Servicer, as the case may be, has determined in its sole discretion to indemnify the Trust against such tax, cause the
Trust or either Trust REMIC to be subject to a tax on “prohibited transactions” pursuant to the REMIC Provisions.


(n)             
The Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the Code (or
successor provisions) to either Trust REMIC and (ii) to avoid payment by either Trust REMIC under Section 6225 of the Code (or
successor provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on any Holder
of a Class R Certificate, past or present. Each Holder of a Class R Certificate agrees, by acquiring such Certificate, to any such elections,
and agrees to reasonably cooperate with the Certificate Administrator in connection with any such elections the Certificate Administrator
determines in its discretion are necessary or advisable.


Section 10.02   
Use of Agents. (a)  The Trustee shall execute all of its obligations
and duties under this Article X through its Corporate Trust Office (including, as applicable, any agents or affiliates utilized
thereby). The Trustee may execute any of its obligations and duties under this Article X either directly or by or through
agents, affiliates or attorneys. The Trustee shall not be relieved of any of its duties or obligations under this Article X
by virtue of the appointment of any such agents, affiliates or attorneys.


(b)              
The Certificate Administrator may execute any of its obligations and duties under this Article X either directly or
by or through agents, affiliates or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations
under this Article X by virtue of the appointment of any such agents, affiliates or attorneys.


Section 10.03   
   Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator. (a)  The
Depositor shall provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor receives
a request from the Certificate Administrator, all information or data that the Certificate Administrator reasonably determines to be relevant
for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, Prepayment
Assumptions and projected cash flow of the Certificates.


(b)              
The Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable
notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates or the
Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties hereunder.


Section 10.04   
Appointment of REMIC Administrators. (a)  The Certificate
Administrator may appoint at the Certificate Administrator’s expense, one or more REMIC Administrators, which shall be authorized
to act on behalf of the Certificate Administrator in performing the functions set forth in Section 10.01 herein. The Certificate
Administrator shall cause any such REMIC Administrator to execute and deliver to the Certificate Administrator an instrument in which
REMIC Administrator shall agree to act in such capacity, with the obligations




    		-401-	 



    


    

and responsibilities herein. The appointment
of a REMIC Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator
shall remain responsible and liable for all acts and omissions of the REMIC Administrator. Each REMIC Administrator must be acceptable
to the Certificate Administrator and must be organized and doing business under the laws of the United States of America or of any State
and be subject to supervision or examination by federal or state authorities. In the absence of any other Person appointed in accordance
herewith acting as REMIC Administrator, the Certificate Administrator hereby agrees to act in such capacity in accordance with the terms
hereof. If Computershare Trust Company, National Association is removed as Certificate Administrator, then Computershare Trust Company,
National Association shall be terminated as REMIC Administrator.


(b)              
Any Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the corporate
agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution or filing of any paper
or any further act on the part of the Certificate Administrator or the REMIC Administrator.


(c)              
Any REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation
to the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer and the Depositor.
The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination
to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions
of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the Certificate
Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and the Depositor and shall mail notice
of such appointment to all Certificateholders; provided, however, that no successor REMIC Administrator shall be appointed
unless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator upon acceptance of its appointment
hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect
as if originally named as REMIC Administrator. No REMIC Administrator shall have responsibility or liability for any action taken by it
as such at the direction of the Certificate Administrator.


[End of Article X]


ARTICLE
XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


Section 11.01   
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article XI
of this Agreement is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes a Serviced
Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission. The Depositor shall not
exercise its rights to request delivery of information or




    		-402-	 



    


    

other performance under these provisions other
than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley
Act and, in each case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations of
the requirements of Regulation AB may change over time, due to interpretive guidance provided by the Commission or its staff, and agree
to comply with requests made by the Depositor (or any Other Depositor or Other Trustee of any Other Securitization that includes a Serviced
Companion Loan) in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation
AB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with the BBCMS Mortgage
Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18, and any Other Securitization subject to Regulation
AB that includes a Serviced Companion Loan, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the
Custodian and the Certificate Administrator shall cooperate fully with the Depositor and the Certificate Administrator, and any Other
Depositor, Other Trustee and Other Certificate Administrator of any Other Securitization that includes a Serviced Companion Loan, as applicable,
to deliver or make available to the Depositor or the Certificate Administrator, and any such Other Depositor, Other Trustee or Other Certificate
Administrator, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and
any other information (in its possession or reasonably attainable) necessary in the reasonable good faith determination of the Depositor
or such Other Depositor, as applicable, to permit the Depositor or such Other Depositor, as applicable, to comply with the provisions
of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Custodian, the Asset Representations Reviewer and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing
of the Mortgage Loans (and the related Serviced Companion Loan, if applicable), reasonably believed by the Depositor or the related Other
Depositor to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply
with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide
information in sufficient time to allow the Depositor and each Other Depositor to satisfy any related filing requirements. For purposes
of this Article XI, to the extent that any party has an obligation to exercise commercially reasonable efforts to cause a
third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with
such obligation.


Section 11.02   
Succession; Subcontractors. (a) As a condition to the succession
to the Master Servicer and the Special Servicer or to any Sub-Servicer (but only if such Sub-Servicer is a servicer as contemplated by
Item 1108(a)(2)) as servicer or sub-servicer or succession to the Certificate Administrator under this Agreement by any Person (i) into
which the Master Servicer and the Special Servicer, such Sub-Servicer or Certificate Administrator may be merged or consolidated, or (ii) which
may be appointed as a successor to the Master Servicer and the Special Servicer or to any such Sub-Servicer or Certificate Administrator,
the person removing and replacing the Master Servicer and the Special Servicer or Certificate Administrator shall provide to the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator and each Other Depositor, as applicable, at least fifteen (15) calendar
days prior to the effective date of such succession or appointment (or such shorter period as is agreed to by the Depositor), (x) written
notice to the Depositor, the Other Depositor and the Other Certificate Administrator of such succession or appointment and (y) in
writing and in form and substance reasonably satisfactory to the Depositor, all information relating to such successor reasonably requested
by the Depositor,




    		-403-	 



    


    

Other Depositor or Other Certificate Administrator
in order to comply with its reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports
under the Exchange Act are required to be filed under the Exchange Act); provided, however, that if disclosing such information
prior to such effective date would violate any applicable law or confidentiality agreement, the Master Servicer, the Special Servicer,
any Additional Servicer or the Certificate Administrator, as the case may be, shall submit such disclosure to the Depositor and the Other
Depositor no later than the effective date of such succession or appointment.


(b)                                  Each
of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
(each of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator and each Sub-Servicer,
for purposes of this Section 11.02, a “Servicer”) is permitted to utilize one or more Subcontractors to perform
certain of its obligations hereunder. If such Subcontractor will be a Servicing Function Participant, such Servicer shall promptly upon
written request provide to the Depositor or any Mortgage Loan Seller (and any Other Trustee, Other Certificate Administrator and Other
Depositor related to any Other Securitization that includes a related Serviced Companion Loan) a written description (in form and substance
satisfactory to the Depositor, such Mortgage Loan Seller or such Other Trustee, Other Certificate Administrator or Other Depositor, as
applicable) of the role and function of each Subcontractor utilized by such Servicer, specifying (i) the identity of such Subcontractor
and (ii) the elements of the Servicing Criteria that will be addressed in assessments of compliance provided by each such Subcontractor.
As a condition to the utilization by such Servicer of any Subcontractor determined to be a Servicing Function Participant, such Servicer
shall (i) with respect to any such Subcontractor engaged by such Servicer that is an Initial Sub-Servicer, use commercially
reasonable efforts to cause, and (ii) with respect to any other Subcontractor with which it has entered into a servicing relationship,
cause such Subcontractor used by such Servicer for the benefit of the Depositor and the Trustee (and any Other Trustee, Other Certificate
Administrator and Other Depositor related to any Other Securitization that includes a related Serviced Companion Loan) to comply with
the provisions of Section 11.10 and Section 11.11 of this Agreement to the same extent as if such Subcontractor were such
Servicer. With respect to any Servicing Function Participant engaged by such Servicer that is an Initial Sub-Servicer, such Servicer
shall be responsible for using commercially reasonable efforts to obtain, and with respect to each other Servicing Function Participant
engaged by such Servicer, such Servicer shall obtain from each such Servicing Function Participant and deliver to the applicable Persons
any assessment of compliance report and related accountant’s attestation required to be delivered by such Subcontractor under Section
11.10 and Section 11.11, in each case, as and when required to be delivered. For the avoidance of doubt, the Custodian shall
not be permitted to utilize any Subcontractor to perform any of its obligations hereunder.


(c)                                   Notwithstanding
the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with the performance of any
of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the criteria in Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation
AB, then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement, the engagement of such Sub-Servicer
shall not be effective unless and until notice is given to the




    		-404-	 



    


    

Depositor and the Certificate Administrator
of any such Sub-Servicer and Sub-Servicing Agreement. Other than with respect to the Initial Sub-Servicer, no Sub-Servicing
Agreement shall be effective until fifteen (15) days after such written notice is received by the Depositor and the Certificate Administrator
(or such shorter period as is agreed to by the Depositor). Such notice shall contain all information reasonably necessary to enable the
Certificate Administrator to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the Exchange
Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).


(d)                                  In
connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged or consolidated,
or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written notice to the Depositor, the Certificate
Administrator and the 17g-5 Information Provider, which shall promptly post such notice to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar days prior to the effective date of such
succession or appointment (or if such prior notice is violative of applicable law or any applicable confidentiality agreement, no later
than one (1) Business Day after such effective date of succession) and shall furnish to the Depositor and the Certificate Administrator,
in writing and in form and substance reasonably satisfactory to the Depositor and the Certificate Administrator, all information reasonably
necessary for the Certificate Administrator to accurately and timely report, pursuant to Section 11.07, the event under Item 6.02
of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange
Act).


(e)                                   Notwithstanding
anything to the contrary contained in this Article XI, in connection with any Sub-Servicer and/or any Mortgage Loan
that is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to Regulation AB, the Master Servicer
shall not have any obligation other than to use commercially reasonable efforts to cause such Sub-Servicer to comply with its obligations
under such Initial Sub-Servicing Agreement.


(f)                                     Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.02 shall also be provided to each
Other Depositor and each Other Certificate Administrator (to the extent the information relates to a party that services, specially services
or is trustee for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.02.


Section 11.03   
Filing Obligations. (a)  The Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee shall reasonably cooperate
with the Depositor in connection with the satisfaction of the Trust’s reporting requirements under the Exchange Act. Pursuant to
Sections 11.04, 11.05, 11.06 and 11.07 of this Agreement, the Certificate Administrator shall prepare
for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act, in order to permit the timely
filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering, Analysis and Retrieval
System (“EDGAR”)) such Forms executed by the Depositor.


Each party hereto shall be
entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of any “sponsor”, credit
enhancer, derivative provider




    		-405-	 



    


    

or “significant obligor” as of
the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant
to any separate agreement.


(b)                                  In
the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form 10-D,
ABS-EE, 10-K or 8-K required to be filed by this Agreement because required disclosure information was either not delivered to it
or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator will promptly notify the Depositor.
In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicer, the Certificate Administrator, the Operating
Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A
or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K,
the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and
direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust.
In the event that any previously filed Form 10-D, Form ABS-EE, Form 10-K or Form 8-K needs to be amended, the Certificate
Administrator will notify the Depositor, and such other parties as needed and the parties hereto will cooperate with the Certificate
Administrator to prepare any necessary Form 10-D/A, Form ABS-EE/A, Form 10-K/A or Form 8-K/A. Any Form 15,
Form 12b-25 or any amendment to Form 10-D, Form ABS-EE, Form 10-K or Form 8-K shall be signed
by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its
duties under this Section 11.03 related to the timely preparation and filing of Form 15, a Form 12b-25 or any
amendment to Form 10-D, Form ABS-EE, Form 10-K or Form 8-K is contingent upon the parties observing all applicable
deadlines in the performance of their duties under Sections 11.03, 11.04, 11.05, 11.06, 11.07,
11.08, 11.09, 11.10, 11.11 and 11.15 of this Agreement. The Certificate Administrator shall have no
liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution
and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 10-D, Form ABS-EE, Form 10-K
or Form 8-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis,
any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25
or any amendments to Form 10-D, Form ABS-EE, Form 10-K or Form 8-K, not resulting from its own negligence,
bad faith or willful misconduct.


Section 11.04   
Form 10-D and Form ABS-EE Filings. (a) Within fifteen
(15) days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall
prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the
Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement
attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D
(“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties
set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator
will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent
such reporting, direction and approval.


For so long as the Trust
is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar
days after the related Distribution




    		-406-	 



    


    

Date, (i) certain parties to this Agreement
identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case
of any Servicing Function Participant, with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible
Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by
the Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure,
if applicable; provided that information relating to any REO Account to be reported under “Item 9: Other Information”
on Exhibit BB shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after the related
Distribution Date on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D
Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE (except with respect to the reporting
of REO Account balances which shall be delivered in the form of Exhibit MM hereto) and (iii) the Depositor shall approve,
as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D.
Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
(or such other e-mail address as the Certificate Administrator may instruct) or by facsimile to (410) 715-2380, Attn: CTS SEC
Notifications. Neither the Trustee nor the Certificate Administrator shall have any duty under this Agreement to monitor or enforce the
performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such
parties any Additional Form 10-D Disclosure information. The Depositor shall be responsible for any reasonable expenses incurred
by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D
pursuant to this paragraph.


The Certificate Administrator
shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning
all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan
for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form ABS-15G filed by the Depositor
and the Mortgage Loan Sellers, if applicable, and the Commission’s assigned “Central Index Key” for each such filer,
(iii) to the extent such information is provided to the Certificate Administrator by the Master Servicer in the form of Exhibit
MM hereto for inclusion therein within the time period described in this Section 11.04, the balances of the REO Account (to
the extent the related information has been received from the Special Servicer within the time period specified in this Section 11.04)
and the Collection Account as of the related Distribution Date and as of the immediately preceding Distribution Date, (iv) the balances
of the Distribution Accounts, the Gain-on-Sale Reserve Account and the Interest Reserve Account, in each case as of the related
Distribution Date and as of the immediately preceding Distribution Date and (v) the most recent Form ABS-EE filing by reference (which
such Form ABS-EE shall be filed on or prior to the filing of the applicable report on Form 10-D). The Depositor and the Mortgage Loan
Sellers, in accordance with Section 5(f) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described
in clause (i) and clause (ii) of this paragraph.


Form 10-D requires
the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.”




    		-407-	 



    


    

The Depositor shall notify the Certificate
Administrator by email to cts.sec.notifications@wellsfargo.com, no later than the 5th calendar day after the related Distribution
Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no”. The Certificate
Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.


With respect to any Mortgage
Loan that permits Additional Secured Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any
applicable Form 10-D filed by it (to the extent it receives such information from the applicable Servicer) the identity of such
Mortgage Loan and, to the extent such information is received by the Certificate Administrator from the Master Servicer or the Special
Servicer, as the case may be, substantially in the form of Exhibit KK (A) the amount of any such Additional Secured 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 Secured Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio
calculated on the basis of such Mortgage Loan and such Additional Secured Debt or mezzanine debt, as applicable.


The Depositor hereby directs
the Certificate Administrator to include the following individual’s name and phone number on the cover of Forms 10-D and
ABS-EE for each reporting period: Name: Daniel Vinson, Telephone: (212) 528-8224. The Certificate Administrator may rely without
further investigation that this information remains correct unless and until the Depositor provides the Certificate Administrator with
a new individual’s name and phone number in writing.


Upon receipt of the Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b), the Certificate
Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in accordance with Section
11.04 for such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary
to the Certificate Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report Summary
from the Asset Representations Reviewer.


To the extent the Certificate
Administrator receives a request from any Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate
Owners pursuant to Section 5.06, the Certificate Administrator shall include under Item 1B on the Form 10-D relating to
the reporting period in which such request was received a Special Notice regarding the request to communicate, and such Special Notice
is required to include the following and no more than the following: (a) the name of the Certificateholder or Certificate Owner making
the request, (b) the date the request was received, (c) a statement to the effect that the Certificate Administrator has received such
request, stating that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders or Certificate
Owners with regard to the possible exercise of rights under this Agreement, and (d) a description of the method other Certificateholders
or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner.


(b)                                  After
preparing the Form 10-D and Form ABS-EE, the Certificate Administrator shall forward electronically copies of the Form 10-D
and Form ABS-EE to the




    		-408-	 



    


    

Depositor for review no later than ten (10) calendar
days after the related Distribution Date or, if the 10th calendar day after the related Distribution Date is not a Business Day,
the immediately preceding Business Day. Within two (2) Business Days after receipt of such copy, but no later than the two (2) Business
Days prior to the 15th calendar day after the Distribution Date, the Depositor shall notify the Certificate Administrator in writing
(which may be furnished electronically) of any changes to or approval of such Form 10-D and Form ABS-EE, respectively, and,
a duly authorized officer of the Depositor shall sign the Form 10-D and Form ABS-EE and return an electronic or fax copy
of such signed Form 10-D and Form ABS-EE (with an original executed hard copy to follow by overnight mail) to the Certificate
Administrator. Alternatively, if the Certificate Administrator agrees in its sole discretion, the Depositor may deliver to the Certificate
Administrator manually signed copies of a power of attorney meeting the requirements of Item 601(b)(24) of Regulation S-K under
the Securities Act, and certified copies of a resolution of the Depositor’s board of directors authorizing such power of attorney,
each to be filed with each Form 10-D and each Form ABS-EE, as applicable, in which case the Certificate Administrator shall
sign such Forms 10-D and Forms ABS-EE, as applicable, as attorney in fact for the Depositor. As provided in Section 11.04(c),
the Certificate Administrator shall file such Form ABS-EE, upon receipt of the Depositor’s signature thereof, prior to the
filing of the related Form 10-D. If a Form 10-D or Form ABS-EE cannot be filed on time or if a previously filed Form 10-D or
Form ABS-EE needs to be amended, the Certificate Administrator shall follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator shall make available on its Internet website a final executed
copy of each Form 10-D and Form ABS-EE filed by the Certificate Administrator. The signing party at the Depositor can be
contacted at Barclays Commercial Mortgage Securities LLC, 745 Seventh Avenue, New York, New York 10019, Attention: Daniel Vinson, Email:
Daniel.vinson@barclays.com, with a copy to Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Lillian Tillman,
Legal Department, Email: Lillian.tillman@barclays.com. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.04(b) and Section 11.04(c) related to the timely preparation and filing
of Form 10-D and Form ABS-EE, as applicable, is contingent upon such parties observing all applicable deadlines in the performance
of their duties under this Section 11.04(b) and Section 11.04(c). Neither the Trustee nor the Certificate Administrator
shall have any liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange
for execution and/or timely file such Form 10-D or such Form ABS-EE, respectively, where such failure results from the Certificate
Administrator’s inability or failure to receive, on a timely basis, any information from any party to this Agreement needed to prepare,
arrange for execution or file such Form 10-D or such Form ABS-EE, respectively, not resulting from its own negligence, bad
faith or willful misconduct.


(c)                                   Prior
to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 11.04(a), the Certificate Administrator shall
prepare and file on behalf of the Trust any Form ABS-EE in form and substance as required by the Exchange Act and the rules and regulations
of the Commission thereunder; provided that the foregoing shall not apply to any Form ABS-EE required to be filed with the Commission
and incorporated by reference in either the Preliminary Prospectus or the Prospectus. The Certificate Administrator shall file each Form
ABS-EE with a copy of the related CREFC® Schedule AL File received by the Certificate Administrator pursuant to Section
3.12(d) as Exhibit 102 thereto. To the extent the Certificate Administrator receives any Schedule AL Additional File with respect
to such Form ABS-EE




    		-409-	 



    


    

pursuant to Section 3.12(d), the Certificate
Administrator shall file such Schedule AL Additional File as Exhibit 103 to such Form ABS-EE. After preparing the Form ABS-EE, the Certificate
Administrator shall forward electronically a copy of such Form ABS-EE (together with the related CREFC® Schedule AL File,
any Schedule AL Additional File received by the Certificate Administrator in both EDGAR-Compatible Format and Excel format) concurrently
with the related Form 10-D to the Depositor for review and approval. Any questions are to be directed to Midland Loan Services, a
Division of PNC Bank, National Association at the email address provided with the submission of such CREFC® Schedule AL
File and Schedule AL Additional File (or such other email address or phone number as is provided by the Master Servicer in writing to
the Depositor and the Certificate Administrator). The Master Servicer shall reasonably cooperate with the Depositor to answer any questions
that the Depositor may pose to the Master Servicer regarding any CREFC® Schedule AL File or Schedule AL Additional File
(other than questions regarding data that is in the Initial Schedule AL File, the Initial Schedule AL Additional File or the Annex A-1
to the Prospectus) that the Master Servicer provided to the Certificate Administrator. The Certificate Administrator, the Master Servicer,
and the Depositor shall each, to the extent related to such party’s obligations hereunder, reasonably cooperate to remedy any filing
errors regarding any CREFC® Schedule AL File or any Schedule AL Additional File promptly.


Within two (2) Business
Days after receipt of the copy of Form ABS-EE for review, but no later than the two (2) Business Days prior to the 15th calendar
day after the Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically)
of any changes to or approval of such Form ABS-EE, and a duly authorized officer of the Depositor shall sign the Form ABS-EE and return
an electronic or fax copy of such signed Form ABS-EE (with an original executed hard copy to follow by overnight mail) to the Certificate
Administrator. The Certificate Administrator shall file such Form ABS-EE, upon receipt of the Depositor’s signature thereof,
prior to the filing of the related Form 10-D. If a Form ABS-EE cannot be filed on time or if a previously filed Form ABS-EE needs
to be amended, the Certificate Administrator shall follow the procedures set forth in Section 11.03(b). Promptly after filing with the
Commission, the Certificate Administrator shall, pursuant to Section 3.13(b), make available on the Certificate Administrator’s
website a final executed copy of each Form ABS-EE (together with the related CREFC® Schedule AL File and any Schedule AL
Additional File received by the Certificate Administrator) filed by the Certificate Administrator. The signing party at the Depositor
can be contacted at Barclays Commercial Mortgage Securities LLC, 745 Seventh Avenue, New York, New York 10019, Attention: Daniel Vinson,
Email: Daniel.vinson@barclays.com, with a copy to Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Lillian
Tillman, Legal Department, Email: Lillian.tillman@barclays.com. The parties to this Agreement acknowledge that the performance by the
Certificate Administrator of its duties under this Section 11.04(c) related to the timely preparation and filing of Form ABS-EE
is contingent upon the responsible parties observing all applicable deadlines in the performance of their duties under this Section
11.04(c). The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect
to any failure to properly prepare or file such Form ABS-EE where such failure results from the Certificate Administrator’s inability
or failure to receive on a timely basis any information from any other party hereto needed to prepare, arrange for execution or file such
Form ABS-EE, not resulting from its own negligence, bad faith or willful misconduct.




    		-410-	 



    


    

The Depositor hereby directs
the Certificate Administrator to include the following individual’s name and phone number on the cover of Form ABS-EE for each reporting
period: Name: Daniel Vinson, Telephone: (212) 528-8224. The Certificate Administrator may rely without further investigation
that this information remains correct unless and until the Depositor provides the Certificate Administrator with a new individual’s
name and phone number in writing.


(d)                                  Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.04 shall also be provided to each
Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion
Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as
set forth in this Section 11.04.


Section 11.05   
Form 10-K Filings. (a)  Within ninety (90) days
after the end of each fiscal year of the Trust (it being understood that the fiscal year for the Trust ends on December 31 of each
year) or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”), commencing in March
2023, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required
by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered
to the Certificate Administrator within the applicable time frames set forth in this Agreement:


(i)                                  an
annual compliance statement for the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian
and each Additional Servicer, as described under Section 11.09, including disclosure regarding any material instance of noncompliance
and the nature and status thereof;


(ii)                               (A)
the annual reports on assessment of compliance with Servicing Criteria for the Trustee, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing Function Participant;
and


(B)                              if
any such report on assessment of compliance with Servicing Criteria described under Section 11.10 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance (including whether such instance of noncompliance involved the
servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps taken to remedy such instance of noncompliance),
or if such report on assessment of compliance with Servicing Criteria described under Section 11.10 is not included as an exhibit
to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included;


(iii)                          (A) the registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant; and


(B)                             if
any registered public accounting firm attestation report described under Section 11.11 identifies any material instance of noncompliance,
disclosure




    		-411-	 



    


    

identifying such instance of noncompliance,
or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure
that such report is not included and an explanation why such report is not included; and


(iv)                               a
certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as a result of changes
promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as described below, be
signed by the senior officer of the Depositor in charge of securitization.


Any disclosure or information in addition to
clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit CC to the Depositor and the Certificate Administrator
and approved by the Depositor and the Certificate Administrator will have no duty or liability for any failure hereunder to determine
or prepare any Additional Form 10-K Disclosure, absent such reporting, direction and approval. Information delivered to the Certificate
Administrator hereunder should be delivered (i) by email to cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715-2380,
Attn: CTS SEC Notifications and also (ii) by email to Form10k.Compliance@cwt.com.


As set forth on Exhibit
CC hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting requirements, commencing
in 2023, (i) the parties listed on Exhibit CC shall be required to provide to the Certificate Administrator and the Depositor,
to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing parties, the
form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the parties listed on Exhibit CC hereto
shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as
Exhibit EE and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion
of the Additional Form 10-K Disclosure on Form 10-K. Neither the Trustee nor the Certificate Administrator has any duty
under this Agreement to monitor or enforce the performance by the parties listed on Exhibit CC of their duties under this paragraph
or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. The Depositor will be responsible
for any reasonable expenses incurred by the Trustee and the Certificate Administrator in connection with including any Additional Form 10-K
Disclosure on Form 10-K pursuant to this paragraph.


Form 10-K requires
the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days”.
The Depositor shall notify the Certificate Administrator in writing via cts.sec.notifications@wellsfargo.com, no later than March 1st with
respect to the filing of a report on Form 10-K, if the answer to the questions should be “no”. The Certificate Administrator
shall be entitled to rely on such representations in preparing, executing and/or filing any such report.




    		-412-	 



    


    

(b)                                  After preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K
to the Depositor for review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business
Days after receipt of such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing
(which may be furnished electronically) of any changes to or approval of such Form 10-K and the senior officer in charge of
securitization for the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K
(with an original executed hard copy to follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K
cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator shall follow
the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator shall make available
on its Internet website a final executed copy of each Form 10-K filed by the Certificate Administrator. The signing party
at the Depositor can be contacted at Barclays Commercial Mortgage Securities LLC, 745 Seventh Avenue, New York, New York 10019, Attention:
Daniel Vinson, Email: Daniel.vinson@barclays.com, with a copy to Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019,
Attention: Lillian Tillman, Legal Department, Email: Lillian.tillman@barclays.com. The parties to this Agreement acknowledge that the
performance by the Certificate Administrator of its duties under this Section 11.05 related to the timely preparation and filing
of Form 10-K is contingent upon the parties to this Agreement (and any Additional Servicer or Servicing Function Participant
engaged or utilized, as applicable, by any such parties) observing all applicable deadlines in the performance of their duties under
this Section 11.05. Neither the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage,
claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-K,
where such failure results from the Certificate Administrator’s failure to receive, on a timely basis, any information from the
parties to this Agreement (or any Sub-Servicer or Servicing Function Participant engaged by any such parties) needed to prepare,
arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


(c)                                   Upon
written request from any Mortgage Loan Seller, Other Depositor, the Master Servicer or the Special Servicer, the Certificate Administrator
shall confirm to such Mortgage Loan Seller, Other Depositor, Master Servicer or Special Servicer whether it has received notice that
any party to this Agreement has changed since the Closing Date and will provide to such Mortgage Loan Seller or Other Depositor, the
Master Servicer or the Special Servicer, if known to the Certificate Administrator, the identity of the new party.


(d)                                  Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.05 shall also be provided to each
Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion
Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as
set forth in this Section 11.05.


Section 11.06   
Sarbanes-Oxley Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the form attached
as Exhibit Y required to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as the Trust or the trust
for any Other Securitization is subject to the reporting requirements of the Exchange Act, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor and the Asset Representations Reviewer (in the case of
the Asset Representations




    		-413-	 



    


    

Reviewer, solely with respect to reporting
periods in which the Asset Representations Reviewer is required to deliver an Asset Review Report) shall provide, and (i) with respect
to each Initial Sub-Servicer engaged by the Master Servicer or the Special Servicer, as the case may be, that is a Servicing Function
Participant shall use commercially reasonable efforts to cause such Initial Sub-Servicer to provide, and (ii) with respect to
each other Servicing Function Participant with which the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Custodian or the Operating Advisor has entered into a servicing relationship with respect to the Mortgage Loans, shall cause such
Servicing Function Participant to provide, to each Person who signs the Sarbanes-Oxley Certification for the Trust or any Other Securitization
that includes a Serviced Companion Loan (individually and collectively, the “Certifying Person”), on or before March 1st of
each year commencing in March 2023, a certification substantially in the form attached hereto as Exhibits Z-1, Z-2,
Z-3, Z-4, Z-5, Z-6 or Z-7 (each, a “Performance Certification”),
as applicable, on which each Certifying Person, the entity for which such Certifying Person acts as an officer (if the Certifying Person
is an individual), and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification
Parties”) can reasonably rely; provided that, if a Servicing Function Participant (other than an Initial Sub-Servicer)
with which the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor
has entered into a servicing relationship with respect to the Mortgage Loans fails to provide a Performance Certification, the Performance
Certification provided by the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the
Operating Advisor, as applicable, that engaged such Servicing Function Participant shall not exclude information that would have been
provided by such Servicing Function Participant. In addition, in the event that any Companion Loan (other than a Non-Serviced Companion
Loan) is deposited into a commercial mortgage securitization (an “Other Securitization”) and the Reporting Servicer
is provided with timely and complete contact information for the parties to such Other Securitization, each Reporting Servicer, upon not
less than thirty (30) days prior written request, shall provide to the Person who signs the Sarbanes-Oxley Certification with
respect to such Other Securitization either the Performance Certification or a separate certification in form and substance similar to
applicable Performance Certification (which shall address the matters contained in the applicable Performance Certification, but solely
with respect to the related Companion Loan) on which such Person, the entity for which the Person acts as an officer (if the Person is
an individual), and such entity’s officers, directors and Affiliates can reasonably rely. With respect to any Non-Serviced Companion
Loan, the Certificate Administrator will use its reasonable efforts to procure a Sarbanes-Oxley Certification from the applicable
Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to a Performance
Certification. The senior officer in charge of securitization for the Depositor shall serve as the Certifying Person on behalf of the
Trust. In addition, each Reporting Servicer shall execute a reasonable reliance certificate (which may be included as part of such other
certifications being delivered by such Reporting Servicer) to enable the Certification Parties to rely upon each (i) annual compliance
statement provided pursuant to Section 11.09, if applicable, (ii) annual report on assessment of compliance with Servicing
Criteria provided pursuant to Section 11.10 and (iii) accountant’s report provided pursuant to Section 11.11,
and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described
to the registered public accountants of such Reporting Servicer to enable such accountants to render the certificates provided for in
Section 11.11. In the event any Reporting




    		-414-	 



    


    

Servicer is terminated or resigns pursuant
to the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing agreement, as the case may be, such
Reporting Servicer shall provide a certification to each affected Certifying Person pursuant to this Section 11.06 with respect
to the period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case
may be. Each such Performance Certification shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the
Depositor, the Certificate Administrator, any affected Other Depositor and Other Certificate Administrator and such providing parties.
Notwithstanding the foregoing, nothing in this Section 11.06 shall require any Reporting Servicer (i) to certify or verify
the accurateness or completeness of any information provided to such Reporting Servicer by third parties (including a “significant
obligor”, but other than an Additional Servicer or a Sub-Servicer appointed pursuant to Section 3.20), (ii) to certify
information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities
hereunder or (iii) with respect to completeness of information and reports, to certify anything other than that all fields of information
called for in written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their face.


Notwithstanding anything
to the contrary contained in this Section 11.06, with respect to each year in which the Trust and the trust for each Other Securitization
is not subject to the reporting requirements of the Exchange Act, none of the parties required to deliver any certification under this
Section 11.06 shall be obligated to do so.


Section 11.07   
Form 8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K
(each such event, a “Reportable Event”), and if requested by the Depositor and to the extent it receives the Form 8-K
Disclosure Information described below, the Certificate Administrator shall prepare and file on behalf of the Trust any Form 8-K,
as required by the Exchange Act and shall provide notice thereof to Form10K.Compliance@cwt.com, provided that the Depositor shall
file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable
Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit DD to the Depositor and the Certificate
Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder
to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, absent such reporting, direction and approval.


As set forth on Exhibit
DD hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than close of business, New York
City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit DD
hereto shall be required to provide to the Depositor and the Certificate Administrator, to the extent a Regulation AB Servicing Officer
or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format or in such other format agreed upon by
the Depositor, the Certificate Administrator and such providing parties any Form 8-K Disclosure Information, if applicable, (ii) the
parties listed on Exhibit DD hereto shall include with such Form 8-K Disclosure Information, an Additional Disclosure
Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve, as to form and substance, or
disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K. Neither the Trustee
nor the




    		-415-	 



    


    

Certificate Administrator has any duty under
this Agreement to monitor or enforce the performance by the parties listed on Exhibit DD of their duties under this paragraph or
proactively solicit or procure from such parties any Form 8-K Disclosure Information. The Depositor will be responsible for any
reasonable expenses incurred by the Trustee and the Certificate Administrator in connection with including any Form 8-K Disclosure
Information on Form 8-K pursuant to this paragraph. Information delivered to the Certificate Administrator hereunder should be
delivered by email to cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications.


After preparing the Form 8-K,
the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for review no later than noon,
New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than 24 hours after having received
the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly, but no later than the close of
business on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate Administrator in writing
(which may be furnished electronically) of any changes to or approval of such Form 8-K. No later than noon, New York City time,
on the 4th Business Day after the Reportable Event, a duly authorized officer of the Depositor shall sign the Form 8-K and
return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to
the Certificate Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended,
the Certificate Administrator will follow the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the
Certificate Administrator will, make available on its Internet website a final executed copy of each Form 8-K filed by the Certificate
Administrator. The signing party at the Depositor can be contacted at Barclays Commercial Mortgage Securities LLC, 745 Seventh Avenue,
New York, New York 10019, Attention: Daniel Vinson, Email: Daniel.vinson@barclays.com, with a copy to Barclays Capital Inc., 745 Seventh
Avenue, New York, New York 10019, Attention: Lillian Tillman, Legal Department, Email: Lillian.tillman@barclays.com. The parties to this
Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.07 related to the timely
preparation and filing of Form 8-K is contingent upon such parties observing all applicable deadlines in the performance of their
duties under this Section 11.07. Neither the Trustee nor the Certificate Administrator shall have any liability for any loss, expense,
damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 8-K,
where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information
from the parties to this Agreement needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own
negligence, bad faith or willful misconduct.


The Master Servicer, the
Special Servicer, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer and the Special Servicer,
as the case may be, shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer engaged by the Master
Servicer or the Special Servicer, as applicable, use commercially reasonable efforts to cause such Additional Servicer to promptly notify
and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship with respect to the
Mortgage Loans (other than a party to this Agreement) cause such Additional Servicer to promptly notify) the Depositor and the Certificate
Administrator, but in no event later than noon, New York City time, on the 2nd Business Day after its occurrence, of any Reportable
Event applicable to such party to




    		-416-	 



    


    

the extent a Regulation AB Servicing Officer
or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format.


Notwithstanding anything
to the contrary in this Section 11.07, with respect to each year in which the Trust and the trust for each Other Securitization
is not subject to the reporting requirements of the Exchange Act, none of the parties hereto are required to deliver Form 8-K
Disclosure Information.


Any notice and/or information
furnished or required to be furnished pursuant to this Section 11.07 shall also be provided to each Other Depositor and each Other
Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion Loan or a party that services,
specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.07.


For so long as the Trust
is subject to the reporting obligations of the Exchange Act, with respect to any Non-Serviced Mortgage Loan serviced under a related
Non-Serviced PSA, no resignation, removal or replacement of any party to such Non-Serviced PSA that would be required to be reported
on a Form 8-K relating to this Trust shall become effective with respect to this Trust until the Certificate Administrator has
filed any required Form 8-K pursuant to this Section 11.07.


To the extent the Depositor
has made a Form 8-K/A filing regarding this Agreement, the Depositor shall notify the Certificate Administrator by electronic mail to
cts.sec.notifications@wellsfargo.com and trustadministrationgroup@wellsfargo.com, no later than two (2) Business Days after the filing
of such Form 8-K/A that attaches this Agreement. The Certificate Administrator shall furnish such notice to each then-current Serviced
Companion Noteholder at the address received from the Master Servicer upon such request made pursuant to Section 8.13.


Section 11.08   
Form 15 Filing. Promptly upon notice from the Depositor to the Certificate Administrator of its ability under applicable
law to suspend its Exchange Act filings, the Certificate Administrator shall prepare and file a notification relating to the automatic
suspension of reporting in respect of the Trust under the Exchange Act (the “Form 15 Suspension Notification”)
or any form necessary to be filed with the Commission to suspend such reporting obligations. With respect to any reporting period occurring
after the filing of such form, subject to Section 11.15(h), the obligations of the parties to this Agreement under Section 11.04,
Section 11.05 and Section 11.07 shall be suspended and reports or certifications due under Section 11.09, 11.10
and 11.11 shall not be due until April 15th of each year. The Certificate Administrator shall provide prompt notice to
the Mortgage Loan Sellers and all other parties hereto that such form has been filed. If, after the filing of a Form 15 Suspension
Notification, the Depositor shall provide notice to the Certificate Administrator that it is required to resume its Exchange Act filings,
the Certificate Administrator shall recommence preparing and filing reports on Forms 10-D, ABS-EE, 10-K and 8-K as required pursuant
to Section 11.04, Section 11.05 and Section 11.07, and all parties’ obligations under this Article XI
shall recommence.


Section 11.09   
Annual Compliance Statements. The Master Servicer, the Special Servicer (regardless of whether the Special Servicer has
commenced special servicing of a Mortgage Loan), the Custodian, the Trustee (provided, however, that the Trustee shall not
be




    		-417-	 



    


    

required to deliver an assessment of compliance
with respect to any period during which there was no Relevant Servicing Criteria applicable to it) and the Certificate Administrator (each,
a “Certifying Servicer”) shall (and each such party shall (i) with respect to each Additional Servicer engaged
by the Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause such Additional Servicer
to deliver to and (ii) with respect to each other Additional Servicer that is also a Servicing Function Participant with which it
has entered into a servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to deliver to), on or before
March 1st of each year, commencing in March 2023, deliver to the Trustee, the Certificate Administrator (which copy shall be
deemed furnished by the Certificate Administrator when made available on its Internet website), the Depositor and the 17g-5 Information
Provider (who shall post to the 17g-5 Information Provider’s Website), an Officer’s Certificate, in the form attached
hereto as Exhibit HH (or such other form, similar in substance, as may be reasonably acceptable to the Depositor) stating, as to
the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion
thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary
servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best
of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement,
or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects
throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying
each such failure known to such officer and the nature and status thereof. Such Officer’s Certificate shall be provided in EDGAR-Compatible
Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Each Certifying
Servicer shall (i) with respect to each Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer,
cause (or, in the case of a sub-servicer that is also a Servicing Function Participant that a Mortgage Loan Seller requires the Master
Servicer to retain, to use commercially reasonable efforts to cause) such Additional Servicer, and (ii) with respect to each other
Additional Servicer with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Additional
Servicer to forward a copy of each such statement (or, in the case of the Certificate Administrator, make a copy of each such statement
available on its Internet website) to the Directing Certificateholder and the 17g-5 Information Provider. With respect to any Non-Serviced
Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such Officer’s Certificate from the applicable
Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the
form attached hereto as Exhibit HH. Promptly after receipt of each such Officer’s Certificate, the Depositor may review each
such Officer’s Certificate and, if applicable, consult with the Certifying Servicer as to the nature of any failures by the Certifying
Servicer or any related Additional Servicer with which the Certifying Servicer has entered into a servicing relationship with respect
to the Mortgage Loans in the fulfillment of any of the Certifying Servicer’s or Additional Servicer’s obligations hereunder
or under the applicable sub-servicing or primary servicing agreement. The obligations of the Certifying Servicer and each Additional
Servicer under this Section 11.09 apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage Loan during
the applicable period, whether or not such Certifying Servicer or Additional Servicer is acting as the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator or Additional Servicer at the time such Officer’s Certificate is required to be delivered.
None of the Master Servicer, Special Servicer or Additional




    		-418-	 



    


    

Servicer shall be required to cause the delivery
of any such statement until April 15 in any given year so long as it has received written confirmation from the Depositor (or, in
the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K is not required to be filed in respect
of the Trust or the trust for any Other Securitization for the preceding calendar year.


In the event the Master Servicer,
the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms of this Agreement, such
party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with respect to an Initial Sub-Servicer
engaged by such party that is an Additional Servicer that resigns or is terminated under any applicable servicing agreement, use its reasonable
efforts to cause such Additional Servicer to provide and (ii) with respect to any other Additional Servicer engaged by such party
that resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer to provide, an annual statement
of compliance pursuant to this Section 11.09 with respect to the period of time that the Master Servicer, the Special Servicer,
the Trustee or the Certificate Administrator was subject to this Agreement or the period of time that such Additional Servicer was subject
to such other servicing agreement.


Any certificate, statement,
report, notice and/or information furnished or required to be furnished pursuant to this Section 11.09 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent such item and/or information relates to a party that services,
specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.09.


Section 11.10   
Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On
or before March 1st of each year, commencing in March 2023, the Master Servicer, the Special Servicer (regardless of whether
the Special Servicer has commenced special servicing of the Mortgage Loans), the Trustee (provided, however, that the Trustee
shall be required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing Criteria
applicable to it), the Custodian, the Operating Advisor, the Certificate Administrator and each Additional Servicer, each at its own expense,
shall furnish (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by the Master Servicer, the Special
Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator that is a Servicing Function Participant,
use commercially reasonable efforts to cause such Servicing Function Participant to furnish and (ii) with respect to each other Servicing
Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing
Function Participant to furnish) to the Trustee, the Certificate Administrator, the Depositor (which copy shall be deemed furnished by
the Certificate Administrator when made available on its Internet website) (and, with respect to the Special Servicer, also to the Operating
Advisor), and the 17g-5 Information Provider, a report substantially in the form of Exhibit II or such other form provided
by such Reporting Servicer that complies in all material respects with the requirements of Item 1122 of Regulation AB, on an assessment
of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting Servicer of its responsibility
for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing
Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance
with the Relevant Servicing Criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K required
to be filed pursuant to Section 11.05, including, if




    		-419-	 



    


    

there has been any material instance of noncompliance
with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that
a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with
the Relevant Servicing Criteria as of and for such period. With respect to any Non-Serviced Companion Loan, the Certificate Administrator
will use its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special
Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit II. Such report shall
be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and the
Reporting Servicer.


Each such report shall be
addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address the Relevant Servicing Criteria
specified on a certification substantially in the form of Exhibit AA hereto delivered to the Depositor on the Closing Date. Promptly
after receipt of each such report, (i) the Depositor may review each such report and, if applicable, consult with each Reporting
Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria applicable to it (and each Servicing
Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate Administrator shall
confirm that the assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit AA
and notify the Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Operating Advisor or any Servicing Function Participant shall be required to cause the delivery of any such assessments until April 15th in
any given year so long as it has received written confirmation from the Depositor (or, in the case of an Other Securitization, the related
Other Depositor) that a report on Form 10-K is not required to be filed in respect of the Trust or the trust for any Other Securitization
for the preceding calendar year.


Notwithstanding the foregoing,
at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may provide
a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their combined Relevant Servicing
Criteria as set forth on Exhibit AA hereto.


(b)                                  The
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge and agree
that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to such party and any Servicing
Function Participant with which the Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate Administrator has entered
into a servicing relationship.


(c)                                   No
later than February 1 of each year, the Master Servicer and the Special Servicer shall notify the Certificate Administrator, the Depositor
and each Mortgage Loan Seller as to the name of each Additional Servicer engaged by it and each Servicing Function Participant utilized
by it, in each case other than with respect to any Initial Sub-Servicer, and the Trustee, the Operating Advisor and the Certificate
Administrator shall notify the Depositor and each Mortgage Loan Seller as to the name of each Servicing Function Participant utilized
by it, in each case by providing an updated Exhibit GG, and each such notice (except to a Mortgage Loan Seller) shall specify
what specific Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant.
When the Master Servicer, the




    		-420-	 



    


    

Special Servicer, the Trustee, the Certificate
Administrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a), the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable, shall also at such time include the assessment
(and related attestation pursuant to Section 11.11) of each Servicing Function Participant engaged by it.


In the event the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator is terminated or resigns pursuant
to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Function Participant engaged by
it to provide (and each of the Master Servicer and the Special Servicer shall (i) with respect to an Initial Sub-Servicer engaged
by the Master Servicer or Special Servicer that is an Additional Servicer that resigns or is terminated under any applicable servicing
agreement, use its reasonable efforts to cause such Additional Servicer and (ii) with respect to any other Additional Servicer that
resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer to provide) an annual assessment of
compliance pursuant to this Section 11.10, coupled with an attestation as required in Section 11.11 with respect to the
period of time that the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator
was subject to this Agreement or the period of time that the Additional Servicer was subject to such other servicing agreement.


(d)                                  Any
certificate, statement, report, assessment, attestation, notice and/or information furnished or required to be furnished pursuant to
this Section 11.10 shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent such
item and/or information relates to a party that services, specially services or is trustee or custodian for a Serviced Companion Loan)
in the same time frame as set forth in this Section 11.10.


(e)                                   Each
of the Operating Advisor and the Special Servicer may at any time request from the Certificate Administrator confirmation of whether
a Control Termination Event, Consultation Termination Event or Operating Advisor Consultation Event occurred during the previous calendar
year, and upon such request the Certificate Administrator shall deliver such confirmation to the Operating Advisor or the Special Servicer,
as applicable, within fifteen (15) days of such request.


Section 11.11   
Annual Independent Public Accountants’ Attestation Report. On or before March 1st of each year, commencing
in March 2023, the Master Servicer, the Special Servicer, the Trustee (provided, however, that the Trustee shall not be
required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing Criteria applicable
to it), the Custodian, the Operating Advisor and the Certificate Administrator, each at its own expense, shall cause (and each such party
shall (i) with respect to each Initial Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee, Operating Advisor
or Certificate Administrator that is a Servicing Function Participant use commercially reasonable efforts to cause such Servicing Function
Participant to cause and (ii) with respect to each other Servicing Function Participant with which it has entered into a servicing
relationship with respect to the Mortgage Loans, cause such Servicing Function Participant to cause) a registered public accounting firm
(which may also render other services to the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian,
the Operating Advisor or the applicable Servicing Function Participant, as the case may be) and that is a member of the American Institute




    		-421-	 



    


    

of Certified Public Accountants to furnish
a report to the Trustee, the Certificate Administrator (who will promptly post such report on the Certificate Administrator’s Website
pursuant to Section 3.13(b)) and the Depositor, the 17g-5 Information Provider and, prior to the occurrence and continuance
of a Consultation Termination Event, the Directing Certificateholder, and, promptly, but not earlier than the second Business Day following
the delivery of such report to the 17g-5 Information Provider, to the Rating Agencies, to the effect that (i) it has obtained
a representation regarding certain matters from the management of such Reporting Servicer, which includes an assertion that such Reporting
Servicer has complied with the Relevant Servicing Criteria applicable to it and (ii) on the basis of an examination conducted by
such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is issuing an opinion as to whether
such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria applicable to it was fairly stated in all
material respects. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such
report why it was unable to express such an opinion. Each such related accountant’s attestation report shall be made in accordance
with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report must be
available for general use and not contain restricted use language. With respect to any Non-Serviced Companion Loan, the Certificate
Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced
Special Servicer and Non-Serviced Trustee. Copies of such statement will be provided by the Certificate Administrator in accordance
with Section 3.13(b). Such report shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the
Depositor, the Certificate Administrator and the providing parties.


Promptly after receipt of
such report from the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Custodian
or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable, consult with the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator as to the nature of any defaults
by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian, the Certificate Administrator or any
Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, as the case
may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s, the Trustee’s, the Certificate Administrator’s,
the Operating Advisor’s, the Custodian’s or the applicable Servicing Function Participants’ obligations hereunder or
under the applicable sub-servicing or primary servicing agreement, and (ii) the Certificate Administrator shall confirm that each
accountants’ attestation report submitted pursuant to this Section 11.11 relates to an assessment of compliance meeting the
requirements of Section 11.10 and notify the Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Operating Advisor, the Custodian or any Additional Servicer shall be required to deliver,
or shall be required to cause the delivery of such reports until April 15th in any given year so long as it has received written
confirmation from the Depositor that a Form 10-K is not required to be filed with respect to the Trust for the preceding fiscal
year.


Any notice, report, assessment
of compliance, statement, certificate and/or information furnished or required to be furnished pursuant to this Section 11.11 shall
also be provided to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates
to a Serviced Companion Loan or a party that services, specially




    		-422-	 



    


    

services or is trustee or custodian for a Serviced
Companion Loan) in the same time frame as set forth in this ‎Section 11.11.


Section 11.12   
Indemnification. Each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian,
the Operating Advisor and the Asset Representations Reviewer shall indemnify and hold harmless each Certification Party from and against
any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by such Certification Party arising out of (i) an actual breach by the Master Servicer, the Special Servicer, the Trustee,
the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Certificate Administrator, as the case may be, of its
obligations under this Article XI, (ii) negligence, bad faith or willful misconduct on the part of the Master Servicer,
the Special Servicer, the Trustee, the Asset Representations Reviewer, the Operating Advisor, the Custodian or the Certificate Administrator
in the performance of such obligations, (iii) delivery of any Deficient Exchange Act Deliverable by, or on behalf of, such party
or (iv) any untrue statement or alleged untrue statement of a material fact contained in any information (x) regarding such party or any
Servicing Function Participant, Additional Servicer or subcontractor engaged by it (other than any Initial 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 party in connection with the performance of such party’s obligations
described in this Article XI, or the omission or alleged 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 the applicable
party shall be entitled to participate in any action arising out of the foregoing clause (iv) and the Depositor shall consult with such
party with respect to any litigation or audit strategy, as applicable, in connection with the foregoing and any potential settlement terms
related thereto.


The Master Servicer, the
Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial Sub-Servicer
engaged by the Master Servicer, the Special Servicer, Trustee or Certificate Administrator that is a Servicing Function Participant or
Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer
and each Servicing Function Participant with which, in each case, it has entered into a servicing relationship with respect to the Mortgage
Loans, cause such party to, in each case, indemnify and hold harmless each Certification Party from and against any and all claims, losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and any other costs, fees and expenses incurred
by such Certification Party arising out of (a) a breach of its obligations to provide any of the annual compliance statements or
annual assessment of compliance with the Servicing Criteria or attestation reports pursuant to the applicable sub-servicing or primary
servicing agreement, (b) negligence, bad faith or willful misconduct on its part in the performance of such obligations, (c) any
failure by it, as a Servicer (as defined in Section 11.02(b)) to identify a Servicing Function Participant pursuant to Section
11.02(c), or (d) delivery of any Deficient Exchange Act Deliverable.


In addition, each of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator
and the Trustee shall cooperate (and require each Servicing Function Participant and Additional Servicer




    		-423-	 



    


    

retained by it to cooperate under the applicable
Sub-Servicing Agreement) with the Depositor and each Other Depositor as necessary for the Depositor or such Other Depositor, as applicable,
to conduct any reasonable due diligence necessary to evaluate and assess any material instances of non-compliance disclosed in any
of the deliverables required by the applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley
Act and the rules and regulations promulgated thereunder (“Reporting Requirements”).


In connection with comments
provided to the Depositor or any Other Depositor from the Commission or its staff regarding information (x) delivered by the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator,
the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting Party”),
(y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered public accounting
firm, attorney or other agent retained by such Affected Reporting Party to prepare such information, which information is contained in
a report filed by the Depositor or any Other Depositor under the Reporting Requirements and which comments are received subsequent to
the Depositor’s or any Other Depositor’s filing of such report, the Depositor or any Other Depositor shall promptly provide
to such Affected Reporting Party any such comments which relate to such Affected Reporting Party. Such Affected Reporting Party shall
be responsible for timely preparing a written response to the Commission or its staff for inclusion in the Depositor’s or any Other
Depositor’s response to the Commission or its staff, unless such Affected Reporting Party elects, with the consent of the Depositor
or any Other Depositor, as applicable (which consent shall not be unreasonably denied, withheld or delayed), to directly communicate with
the Commission or its staff and negotiate a response and/or resolution with the Commission or its staff; provided, however,
that if an Affected Reporting Party is a Servicing Function Participant or Additional Servicer retained by the Master Servicer, the Master
Servicer shall receive copies of all material communications pursuant to this Section 11.12. If such election is made, the applicable
Affected Reporting Party shall be responsible for directly negotiating such response and/or resolution with the Commission or its staff
in a timely manner; provided that (i) such Affected Reporting Party shall use reasonable efforts to keep the Depositor or
any Other Depositor informed of its progress with the Commission or its staff and copy the Depositor or any Other Depositor on all correspondence
with the Commission or its staff and provide the Depositor or any Other Depositor with the opportunity to participate (at the Depositor’s
or any Other Depositor’s expense) in any telephone conferences and meetings with the Commission or its staff and (ii) the Depositor
or any Other Depositor shall cooperate with any Affected Reporting Party in order to authorize such Affected Reporting Party and its representatives
to respond to and negotiate directly with the Commission or its staff with respect to any comments from the Commission or its staff relating
to such Affected Reporting Party and to notify the Commission or its staff of such authorization. The Depositor (or any Other Depositor)
and the Affected Reporting Party shall cooperate and coordinate with one another with respect to any requests made to the Commission or
its staff for extension of time for submitting a response or compliance. All respective reasonable out-of-pocket costs and expenses
incurred by the Depositor or any Other Depositor (including reasonable legal fees and expenses of outside counsel to the Depositor or
any Other Depositor, as the case may be) in connection with the foregoing (other than those costs and expenses required to be at the Depositor’s
or any Other Depositor’s expense as set forth above) and any amendments to any reports filed with the Commission or its staff related
thereto shall be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from the Depositor or any




    		-424-	 



    


    

Other Depositor, as the case may be. Each of
the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator and the Trustee shall (i) with
respect to any Initial Sub-Servicer engaged by it that is a Servicing Function Participant or Additional Servicer, use commercially
reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer and each Servicing Function Participant
with which, in each case, it has entered into a servicing relationship with respect to the Mortgage Loans, cause such party to, comply
with the foregoing by inclusion of similar provisions in the related sub-servicing or similar agreement.


If the indemnification provided
for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing Party”) shall contribute
to the amount paid or payable to the Certification Party as a result of the losses, claims, damages or liabilities of the Certification
Party in such proportion as is appropriate to reflect the relative fault of the Certification Party on the one hand and the Performing
Party on the other in connection with a breach of the Performing Party’s obligations pursuant to Section 11.06, Section
11.09 (if applicable), Section 11.10 or Section 11.11 (or breach of its obligations under the applicable sub-servicing
or primary servicing agreement to provide any of the annual compliance statements or annual servicing criteria compliance reports or attestation
reports) or the Performing Party’s negligence, bad faith or willful misconduct in connection therewith. The Master Servicer, the
Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial Sub-Servicer
engaged by the Master Servicer, the Special Servicer, Trustee or Certificate Administrator that is a Servicing Function Participant or
Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer
or Servicing Function Participant, in each case, with which it has entered into a servicing relationship with respect to the Mortgage
Loans cause such party, in each case, to agree to the foregoing indemnification and contribution obligations. This Section 11.12
shall survive the termination of this Agreement or the earlier resignation or removal of the Master Servicer, the Special Servicer, the
Trustee, the Operating Advisor, the Custodian or the Certificate Administrator.


Section 11.13   
Amendments. This Article XI may be amended with the written consent of the parties hereto pursuant to Section
13.01 for purposes of complying with Regulation AB and/or to conform to standards developed within the commercial mortgage-backed
securities market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmation
with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, a confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25), or the consent of any Certificateholder, notwithstanding anything to
the contrary contained in this Agreement; provided that the reports and certificates required to be prepared pursuant to Sections 3.13,
11.09, 11.10 and 11.11 shall not be eliminated without Rating Agency Confirmation with respect to the Certificates
or, with respect to any Serviced Companion Loan Securities, without a confirmation of the applicable rating agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency




    		-425-	 



    


    

Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25). For the avoidance of doubt, any amendment to this Article XI
affecting a Serviced Companion Loan shall be subject to Section 13.01(k).


Section 11.14   
Regulation AB Notices. Any notice, report or certificate required to be delivered by any of the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Trustee, as the
case may be, to the Depositor pursuant to this Article XI may be delivered via email (and additionally delivered via phone
or telecopy), notwithstanding the provisions of Section 13.05, to cts.sec.notifications@wellsfargo.com and Form10K.compliance@cwt.com.


Section 11.15   
Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a) Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special
Servicer shall use commercially reasonable efforts to cause any sub-servicer appointed with respect to any Serviced Pari Passu Companion
Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted transferee of such Mortgage Loan Seller pursuant to
the related Intercreditor Agreement), reasonably cooperate with the Mortgage Loan Seller (or such permitted transferee) selling any Serviced
Pari Passu Companion Loan into a securitization that is required to comply with Regulation AB (a “Regulation AB Companion Loan
Securitization”) and, to the extent needed in order to comply with Regulation AB, provide to the Mortgage Loan Seller (or such
permitted transferee) information about itself that such Mortgage Loan Seller reasonably requires to meet the requirements of Items 1117
and 1119 and paragraphs (b), (c)(2), (c)(3), (c)(4), (c)(5), (c)(6) and (e) of Item 1108 of Regulation AB and shall reasonably
cooperate with such Mortgage Loan Seller to provide such other information as may be reasonably necessary to comply with the requirements
of Regulation AB. Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer understands that such
information may be included in the offering material related to a Regulation AB Companion Loan Securitization and agrees to (i) negotiate
in good faith an agreement (subject to the final sentence of this sub-section) to indemnify and hold the related depositor and underwriters
involved in the offering of the related commercial mortgage pass-through certificates harmless for any costs, liabilities, fees and expenses
incurred by the depositor or such underwriters as a result of any material misstatements or omissions or alleged material misstatements
or omissions in any such offering material to the extent that such material misstatement or omission was made in reliance upon any such
information provided by the Trustee (where such information pertains to the Trustee individually and not to any specific aspect of the
Trustee’s duties or obligations under this Agreement), the Certificate Administrator (where such information pertains to the Certificate
Administrator individually and not to any specific aspect of the Certificate Administrator’s duties or obligations under this Agreement),
the Master Servicer (where such information pertains to the Master Servicer individually and not to any specific aspect of the Master
Servicer’s duties or obligations under this Agreement) and the Special Servicer (where such information pertains to the Special
Servicer individually and not to any specific aspect of the Special Servicer’s duties or obligations under this Agreement), as applicable,
to such depositor, underwriters or Mortgage Loan Seller (or permitted transferee) as required by this Section 11.15(a) and (ii)
deliver such securities law opinion(s) of counsel, certifications and/or indemnification agreement(s) (to the extent the cost thereof
is paid by the related Mortgage Loan Seller) with respect to such information that are substantially similar to those delivered with respect
to the offering material for this securitization




    		-426-	 



    


    

by the Master Servicer, the Special Servicer,
Trustee and Certificate Administrator, as the case may be, or their respective counsel, in connection with the information concerning
such party in the offering material related to a Regulation AB Companion Loan Securitization. Notwithstanding the foregoing, to the extent
that the information provided by the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case
may be, for inclusion in the offering materials related to such Regulation AB Companion Loan Securitization is substantially and materially
similar to the information provided by such party with respect to the offering materials related to this transaction, subject to any required
changes due to any amendments to Regulation AB or any changes in the interpretation of Regulation AB or changes in factual circumstances,
such party shall be deemed to be in compliance with this Section 11.15(a). Any indemnification agreement executed by the Trustee,
the Certificate Administrator, the Master Servicer or the Special Servicer in connection with the Regulation AB Companion Loan Securitization
shall be substantially similar to the related indemnification agreement executed in connection with this Agreement. It shall be a condition
precedent to any party’s obligations otherwise set forth above and/or elsewhere in Article XI that the applicable Mortgage
Loan Seller (or permitted transferee) shall have (a) provided reasonable advance notice (and, in any event, not less than 10 Business
Days) of the exercise of its rights hereunder and (b) paid, or entered into reasonable agreement to cause to be paid, the reasonable
out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by such party in reviewing and/or causing
the delivery of any disclosure, opinion of counsel or indemnification agreement.


(b)                                  Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special
Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced Securitized
Companion Loan to (provided that (a) such party has received notice of the occurrence of the related Regulation AB Companion
Loan Securitization, or (b) such party is also a party to the related Other Pooling and Servicing Agreement, or (c) the
applicable Regulation AB Companion Loan Securitization closed prior to the Closing Date, as reflected on Exhibit S) cooperate
with the depositor, trustee, certificate administrator, master servicer or special servicer for any Regulation AB Companion Loan Securitization
in preparing each Form 10-D, Form ABS-EE and Form 10-K required to be filed by such Regulation AB Companion Loan
Securitization (until January 30 of the first year in which the trustee or other applicable party for such Regulation AB Companion
Loan Securitization files a Form 15 Suspension Notification with respect to the related trust) and shall provide to such depositor,
trustee, certificate administrator or master servicer within the time period set forth in the Other Pooling and Servicing Agreement (so
long as such time period is no earlier than the time periods set forth herein) for such Regulation AB Companion Loan Securitization such
information relating to a Serviced Securitized Companion Loan as may be reasonably necessary for the depositor, trustee, certificate
administrator and master servicer of the Regulation AB Companion Loan Securitization to comply with the reporting requirements of Regulation
AB and the Exchange Act; provided, however, that any parties to any Regulation AB Companion Loan Securitization shall consult
with the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer (and the Master Servicer shall consult
with any sub-servicer appointed by it with respect to the related Serviced Whole Loan), and the Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicer shall cooperate with such parties in respect of establishing the time periods for preparation
of the Form 10-D and Form ABS-EE reports in the documentation for such Regulation AB Companion Loan Securitization. Notwithstanding
the foregoing, to the extent the Trustee, the Certificate




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Administrator, the Master Servicer or the Special
Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such
party in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting
and attestation requirements contemplated in this Section 11.15(b) with respect to such Regulation AB Companion Loan Securitization,
such party shall be deemed to be in compliance with the provisions of this Section 11.15(b).


(c)                                   Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special
Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced Securitized
Companion Loan to (provided that (a) such party has received notice of the occurrence of the related Regulation AB Companion
Loan Securitization, or (b) such party is also a party to the related Other Pooling and Servicing Agreement, or (c) the
applicable Regulation AB Companion Loan Securitization closed prior to the Closing Date, as reflected on Exhibit S) provide the
depositor, trustee or certificate administrator, as applicable, under a Regulation AB Companion Loan Securitization (until January 30
of the first year in which the trustee or certificate administrator, as applicable, for such Regulation AB Companion Loan Securitization
files a Form 15 Suspension Notification with respect to the related trust) information with respect to any event that is required
to be disclosed under Form 8-K with respect to a Serviced Securitized Companion Loan within two (2) Business
Days after the occurrence of such event of which it has knowledge. Notwithstanding the foregoing, to the extent the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material respects with the timing, reporting
and attestation requirements imposed on such party in Article XI of this Agreement (other than this Section 11.15)
with respect to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(c) with respect
to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section
11.15(c).


(d)                                  On
or before March 1st of each year commencing in March 2023 during which a Regulation AB Companion Loan Securitization is
required to file an annual report on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan
Securitization is not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with
respect to the related trust was filed), each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer
shall, and the Master Servicer and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant
appointed with respect to a Serviced Securitized Companion Loan to (provided that (a) such party has received notice of
the occurrence of the related Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related Other
Pooling and Servicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization closed prior to the Closing
Date, as reflected on Exhibit S) provide, with respect to itself, to the depositor, trustee or certificate administrator, as applicable,
under such Regulation AB Companion Loan Securitization, to the extent required pursuant to Item 1122 of Regulation AB, (i) a
report on an assessment of compliance with the Servicing Criteria to the extent required pursuant to Item 1122(a) of Regulation
AB, (ii) a registered accounting firm’s attestation report on such Person’s assessment of compliance with the applicable
servicing criteria to the extent required pursuant to Item 1122(b) of Regulation AB and (iii) such other information as
may be required pursuant to Item 1122(c) of Regulation AB. Notwithstanding the foregoing, to the extent the




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Master Servicer or the Special Servicer, as
the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such party in Article XI
of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements
contemplated in this Section 11.15(d) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed
to be in compliance with the provisions of this Section 11.15(d).


(e)                                   On
or before March 1st of each year commencing in March 2023-- during which a Regulation AB Companion Loan Securitization
is required to file an annual report on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan
Securitization is not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with
respect to the related trust was filed), each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer
shall, and the Master Servicer and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant
appointed with respect to a Serviced Securitized Companion Loan to, to the extent required pursuant to Item 1123 of Regulation
AB, deliver, with respect to itself, to the depositor, trustee or certificate administrator under such Regulation AB Companion Loan Securitization
(provided that (a) such party has received notice of the occurrence of the related Regulation AB Companion Loan Securitization,
or (b) such party is also a party to the related Other Pooling and Servicing Agreement, or (c) the applicable Regulation
AB Companion Loan Securitization closed prior to the Closing Date, as reflected on Exhibit S) a servicer compliance statement
signed by an authorized officer of such Person that satisfies the requirements of Item 1123 of Regulation AB. Notwithstanding
the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may
be, complies in all material respects with the timing, reporting and attestation requirements imposed on such party in Article XI
of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements
contemplated in this Section 11.15(e) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed
to be in compliance with the provisions of this Section 11.15(e).


(f)                                     Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially reasonable efforts
to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity limited to each such parties
respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee), depositor, sponsor(s), trustee,
certificate administrator or master servicer under a Regulation AB Companion Loan Securitization harmless for any costs, liabilities,
fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate administrator or master servicer
as a result of any failure by the Servicing Function Participant to comply with the reporting requirements to the extent applicable set
forth under Sections 11.15(b), (c), (d) or (e) above.


Any subservicing agreement
related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer to provide to the Master
Servicer or the Special Servicer, as applicable, information, reports, statements and certificates with respect to itself and such Serviced
Securitized Companion Loan comparable to any information, reports, statements or certificates required to be provided by the Master Servicer
or the Special Servicer pursuant to this Section 11.15, even if such Sub-Servicer is not otherwise required to provide such




    		-429-	 



    


    

information, reports or certificates to any
Person in order to comply with Regulation AB. Such information, reports or certificates shall be provided to the Master Servicer or the
Special Servicer, as the case may be, no later than two Business Days prior to the date on which the Master Servicer or the Special Servicer,
as the case may be, is required to deliver its comparable information, reports, statements or certificates pursuant to this Section
11.15.


(g)                                  With
respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the applicable Other Depositor has notified
the Master Servicer and the Special Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k)
of Regulation AB) (together with notification of the Relevant Distribution Date) with respect to an Other Securitization that includes
such Serviced Companion Loan, to the extent that the Master Servicer is in receipt of the updated financial statements of such “significant
obligor” for any calendar quarter (other than the fourth calendar quarter of any calendar year) from the Mortgagor (in the case
of Non-Specially Serviced Loans) or the Special Servicer (in the case of Specially Serviced Loans and Serviced REO Properties), beginning
with the first calendar quarter in which such notice from the Other Depositor was received, or the updated financial statements of such
“significant obligor” for any calendar year, beginning for the calendar year in which such notice from the Other Depositor
was received, as applicable, the Master Servicer shall deliver to the Other Depositor, on or prior to the day that occurs two (2) Business
Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seven (7) Business Days prior to the related Significant
Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial statement receipt occurs twelve (12) or more Business
Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seventeen (17) or more Business Days prior to the related
Significant Obligor NOI Yearly Filing Deadline, as applicable, the financial statements of such “significant obligor”, together
with the net operating income of such “significant obligor” for the applicable period as calculated by the Master Servicer
(or by the Special Servicer and provided to the Master Servicer solely in the case of any related Specially Serviced Loan or Serviced
REO Property) in accordance with CREFC® guidelines and (B) if such financial statement receipt occurs less than
twelve (12) Business Day prior to the related Significant Obligor NOI Quarterly Filing Deadline or less than seventeen (17) Business
Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of the “significant
obligor”, together with the net operating income of such “significant obligor” for the applicable period as reported
by the related Mortgagor in such financial statements (or as reported by the related Mortgagor to the Special Servicer and provided by
the Special Servicer to the Master Servicer solely in the case of any related Specially Serviced Loan or as reported by the Special Servicer
with respect to Serviced REO Property and provided by the Special Servicer to the Master Servicer).


If the Master Servicer does
not receive such financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K,
as the case may be, of such “significant obligor” within ten (10) Business Days after the date such financial information
is required to be delivered under the related Mortgage Loan documents, the Master Servicer shall notify the Other Depositor with respect
to such Other Securitization that includes the related Serviced Pari Passu Companion Loan (and shall cause each applicable Sub-Servicing
Agreement entered into after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant
obligor to require the related Sub-Servicer to notify such Other Depositor) that it has not received such financial information. The
Master Servicer (in the case of Non-Specially Serviced Loans) or the Special Servicer (in the case of Specially Serviced Loans)




    		-430-	 



    


    

shall use efforts consistent with the Servicing
Standard (taking into account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain
the periodic financial statements required to be delivered by the related Mortgagor under the related Mortgage Loan documents.


The Master Servicer (with
respect to Non-Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans) shall (and shall cause
each applicable Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that such Serviced Pari
Passu Companion Loan is a significant obligor to require the related Sub-Servicer to) retain written evidence of each instance in
which it (or a Sub-Servicer) attempts to contact the related Mortgagor related to any such “significant obligor” (identified
to it as such by the Other Depositor in accordance with the second preceding paragraph) to obtain the required financial information and
is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as
applicable, is required to be filed with respect to the Other Securitization, shall forward an Officer’s Certificate evidencing
its attempts to obtain this information to the Other Exchange Act Reporting Party and Other Depositor related to such Other Securitization;
provided, however, the Special Servicer shall provide such Officer’s Certificate to the Master Servicer and the Master
Servicer shall forward such Officer’s Certificate to the Other Exchange Act Reporting Party and Other Depositor related to such
Other Securitization. This Officer’s Certificate should be addressed to the certificate administrator at its corporate trust office,
as specified in the related Other Pooling and Servicing Agreement.


(h)                                  If
any Other Securitization includes a Serviced Companion Loan and is subject to the reporting requirements of the Exchange Act, then the
obligations of the parties hereto set forth in this Article XI with respect such Other Securitization shall remain in full
force and effect notwithstanding that the Trust may cease to be subject to the reporting requirements of the Exchange Act.


Section 11.16   
Certain Matters Regarding Significant Obligors. For the avoidance of doubt, there is no “significant obligor”
(within the meaning of Item 1101(k) of Regulation AB) as of the Closing Date (“Significant Obligor”).


Section 11.17   
Impact of Cure Period. For the avoidance of doubt, neither the Master Servicer nor the Special Servicer shall be subject
to a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration of the Grace Period
applicable to such party’s obligations under this Article XI as provided for in such clause (iii) nor shall
any such party be deemed to not be in compliance under this Agreement, during any Grace Period provided for in this Article XI;
provided that if any such party fails to comply with the delivery requirements of this Article XI by the expiration
of any applicable Grace Period such failure shall constitute a Servicer Termination Event. Neither the Master Servicer nor the Special
Servicer shall be subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior to the
expiration of the Grace Period applicable to such party’s obligations under this Article XI as provided for in such
clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement, for failing to deliver any item
required under this Article XI by the time required hereunder with respect to any reporting period for which the Trust (or
any trust in a related Other Securitization) is not required to file Exchange Act reports.




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[End of Article XI]


ARTICLE
XII



THE ASSET REPRESENTATIONS REVIEWER


Section 12.01   
Asset Review.(a) On or prior to each Distribution Date, based either on the CREFC® Delinquent Loan Status
Report and/or the CREFC® Loan Periodic Update File delivered by the Master Servicer for such Distribution Date, the Certificate
Administrator shall determine if an Asset Review Trigger has occurred. If an Asset Review Trigger is determined to have occurred, the
Certificate Administrator shall promptly provide notice to all Certificateholders and each other party to this Agreement. Any notice required
to be delivered to the Certificateholders pursuant to this Article XII shall be delivered by the Certificate Administrator
by posting such notice on the Certificate Administrator’s Website, by mailing such notice to the Certificateholders’ addresses
appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository in the case
of Book-Entry Certificates. The Certificate Administrator shall include in the Form 10-D relating to the reporting period
in which the Asset Review Trigger occurred the following statement describing the events that caused the Asset Review Trigger to occur:
“As of the [Date of Distribution], the following Mortgage Loans identified below are 60 or more days delinquent and an Asset Review
Trigger as defined in the Pooling and Servicing Agreement has occurred.” On each Distribution Date occurring after providing such
notice to Certificateholders, the Certificate Administrator, based on information provided to it by the Master Servicer or the Special
Servicer, as the case may be, shall determine whether (1) any additional Mortgage Loan has become a Delinquent Loan, (2) any
Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset Review Trigger has ceased to exist, and, 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 SS within one (1) Business Day to the Master
Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer.


If Certificateholders evidencing
not less than 5% of the Voting Rights of the Certificates deliver to the Certificate Administrator, within 90 days after the filing
of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a vote to commence an Asset
Review (an “Asset Review Vote Election”), then the Certificate Administrator shall promptly provide written notice
thereof to all Certificateholders (with a copy to the Asset Representations Reviewer) and conduct a solicitation of votes in accordance
with Section 5.10 to authorize an Asset Review. Upon the affirmative vote to authorize an Asset Review by Holders of Certificates
evidencing at least (i) a majority of those Certificateholders who cast votes and (ii) a majority of an Asset Review Quorum
within one-hundred fifty (150) days of receipt of the Asset Review Vote Election (an “Affirmative Asset Review Vote”),
the Certificate Administrator shall promptly provide written notice thereof to all parties to this Agreement, the Underwriters, the Mortgage
Loan Sellers, the Directing Certificateholder and the other Certificateholders (the “Asset Review Notice”). Upon receipt
of an Asset Review Notice, the Asset Representations Reviewer shall request access to the Secure Data Room by providing the Certificate
Administrator with a certification substantially in the form attached hereto as Exhibit RR (which shall be sent via email to trustadministrationgroup@wellsfargo.com
or submitted




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electronically via the Certificate Administrator’s
Website). Upon receipt of such certification, the Certificate Administrator shall promptly (and in any case within two (2) Business
Days after such receipt) grant the Asset Representations Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review
Vote has not occurred within such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder may
request a vote or cast a vote for an Asset Review and the Asset Representations Reviewer will not be required to review any Delinquent
Loan unless and until (A) an additional Mortgage Loan has become a Delinquent Loan after the expiration of such 150-day period,
(B) a new Asset Review Trigger has occurred as a result or an Asset Review Trigger is otherwise in effect, (C) the Certificate
Administrator has timely received any Asset Review Vote Election after the occurrence of the events described in clauses (A)
and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review
Vote Election described in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative
Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately preceding
sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with administering such
vote will be paid as an expense of the Trust from the Collection Account. The Certificate Administrator shall be entitled to administer
any vote in connection with the foregoing through an agent.


(b)                                  (i) Upon receipt of an Asset Review Notice, the Custodian (with respect to clauses (1)-(5) below for
all Mortgage Loans), the Master Servicer (with respect to clauses (6) and (7) below for Non-Specially Serviced Loans)
and the Special Servicer (with respect to clauses (6) and (7) below for Specially Serviced Loans), in each case, to the extent
in such party’s possession, shall promptly, but in no event later than ten (10) Business Days, provide the following materials
in electronic format to the extent in their possession to the Asset Representations Reviewer (collectively, with the Diligence Files posted
on the Secure Data Room by the Certificate Administrator pursuant to Section 4.08, a copy of the Prospectus, a copy of each related
Mortgage Loan Purchase Agreement and a copy of this Agreement, the “Review Materials”):


(1)                                a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that is subject
to an Asset Review;


(2)                                a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the Trustee,
with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


(3)                                a
copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not already
covered pursuant to items (1) or (2) above;


(4)                                copies
of all filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements related to each Delinquent Loan
that is subject to an Asset Review;




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(5)                                a copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Loan that is subject to an Asset Review;


(6)                                a
copy of any notice previously delivered by the Master Servicer or Special Servicer, as applicable, of any alleged Defect or Breach with
respect to any Delinquent Loan; and


(7)                                copies
of any other related documents that were entered into or delivered in connection with the origination of the related Mortgage Loan that
the Asset Representations Reviewer has determined are necessary in connection with its completion of any Asset Review and that are requested
by the Asset Representations Reviewer, in the time frames and as otherwise described in clause (ii) hereof.


(ii)                                   In addition, in the event that, as part of an Asset Review of a Mortgage Loan, the Asset Representations Reviewer determines it
is missing any document that is required to be part of the Review Materials for such Mortgage Loan and that is necessary in connection
with its completion of the Asset Review, the Asset Representations Reviewer shall promptly, but in no event later than ten (10) Business
Days after receipt of the Review Materials, notify the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special
Servicer (with respect to Specially Serviced Loans), as applicable, of such missing document(s), and request that the Master Servicer
or the Special Servicer, as the case may be, promptly, but in no event later than ten (10) Business Days after receipt of notification
from the Asset Representations Reviewer, deliver to the Asset Representations Reviewer such missing document(s) to the extent in its
possession; provided that any such notification and/or request shall be in writing, specifically identifying the documents being
requested and sent to the notice address for the related party set forth in Section 13.05. In the event any missing documents
are not provided by the Master Servicer or the Special Servicer, as the case may be, within such ten (10) Business Day period,
the Asset Representations Reviewer shall request such documents from the related Mortgage Loan Seller; provided that the Mortgage
Loan Seller shall be required under the related Mortgage Loan Purchase Agreement to deliver such missing document only to the extent
such document is in the possession of such party but in any event excluding any documents that contain information that is proprietary
to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal communications.


(iii)                                 The
Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a Person that
is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information can be independently
verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined by the Asset Representations
Reviewer in its good faith and sole discretion to be relevant to the Asset Review conducted pursuant to this Section 12.01 (any
such information, “Unsolicited Information”).


(iv)                               Upon
receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence File with respect to a Delinquent
Loan, the Asset




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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 procedures set forth on Exhibit QQ (each such procedure, a “Test”); provided, however,
that the Asset Representations Reviewer may, but is under no obligation to, (x) modify any Test and/or (y) modify any associated Review
Materials to include any items not specified for the particular Test on Exhibit QQ (but in no event shall the modified Review Materials
include materials not contemplated by the definition of “Review Materials”), in either case, only to the extent the Asset
Representations Reviewer determines pursuant to the Asset Review Standard that it is necessary to modify such Test and/or such associated
Review Materials in order to facilitate its Asset Review in accordance with the Asset Review Standard. Once an Asset Review of a Mortgage
Loan is completed, no further Asset Review shall be required in respect of, or performed on, such Mortgage Loan notwithstanding that such
Mortgage Loan may continue to be a Delinquent Loan or again become a Delinquent Loan at a time when a new Asset Review Trigger occurs
and a new Affirmative Asset Review Vote is obtained subsequent to the occurrence of such new Asset Review Trigger.


(v)                                  No
Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer shall not be required
to review any information other than (1) the Review Materials and (2) if applicable, Unsolicited Information.


(vi)                               The
Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent
investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


(vii)                            The
Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within fifty-six (56) days
after the date on which access to the Secure Data Room is provided by the Certificate Administrator unless the Asset Representations
Reviewer determines that there is no Test failure with respect to the related Delinquent Loan, in which case no preliminary report shall
be required, subject to the last sentence of this paragraph. In the event that the Asset Representations Reviewer determines that the
Review Materials are insufficient to complete a Test and such missing documentation is not delivered to the Asset Representations Reviewer
by the Master Servicer (with respect to Non-Specially Serviced Loans), the Special Servicer (with respect to Specially Serviced Loans)
to the extent in the possession of the Master Servicer or Special Servicer, as applicable, or from the related Mortgage Loan Seller within
ten (10) Business Days following the request by the Asset Representations Reviewer to the Master Servicer, the Special Servicer
or the related Mortgage Loan Seller, as the case may be, as described in Section 12.01(b)(ii), the Asset Representations Reviewer
shall list such missing documents in such preliminary report setting forth the preliminary results of the application of the Tests and
the reasons why such missing documents are necessary to complete a Test and (if the Asset Representations Reviewer has so concluded)
that the




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absence of such documents will be deemed
to be a failure of such Test. The Asset Representations Reviewer shall provide such preliminary report to the Master Servicer (with respect
to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), and the related Mortgage Loan
Seller. If the preliminary report indicates that any of the representations and warranties fails or is deemed to fail any Test, the related
Mortgage Loan Seller shall have ninety (90) days (the “Cure/Contest Period”) to remedy or otherwise refute
the failure. Any documents or explanations to support the related Mortgage Loan Seller’s claim that the representation and warranty
has not failed a Test or that any missing information or documents in the Review Materials are not required to complete a Test shall be
sent by such Mortgage Loan Seller to the Asset Representations Reviewer.


(viii)                         The
Asset Representations Reviewer shall, within sixty (60) days after the date on which access to the Secure Data Room is provided
to the Asset Representations Reviewer by the Certificate Administrator or within the ten (10) days after the expiration of the
Cure/Contest Period (whichever is later), complete an Asset Review with respect to each Delinquent Loan and deliver (i) a report
setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined there is any
evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s findings
and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”) to each
party to this Agreement, the related Mortgage Loan Seller for each Delinquent Loan and the Directing Certificateholder and (ii) a
summary of the Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset Review Report
Summary”) to the Trustee, the Special Servicer, the Master Servicer and the Certificate Administrator. The period of time by
which the Asset Review Report must be completed and delivered may be extended by up to an additional thirty (30) days, upon written
notice to the parties to this Agreement and the applicable Mortgage Loan Seller, if the Asset Representations Reviewer determines pursuant
to the Asset Review Standard that such additional time is required due to the characteristics of the Mortgage Loan and/or the Mortgaged
Property or Mortgaged Properties. In no event may the Asset Representations Reviewer determine whether any Test failure constitutes a
Material Defect, or whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller (or, in the case
of (i) Barclays, BCHI in respect of its obligations under the Barclays Mortgage Loan Purchase Agreement, (ii) SGFC, Société
Générale in respect of its obligations under the SGFC Mortgage Loan Purchase Agreement and (iii) BSPRT, FBRT in respect
of its obligations under the BSPRT Mortgage Loan Purchase Agreement), which, in each case, shall be a responsibility of the Enforcing
Servicer pursuant to Section 12.01(b)(x) of this Agreement.


(ix)                                 In
addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from the Master Servicer
(with respect to Non-Specially Serviced Loans), the Special Servicer (with respect to Specially Serviced Loans) or the related Mortgage
Loan Seller in sufficient time to allow the Asset Representations Reviewer to complete its Asset Review and deliver an Asset Review Report,
the Asset Representations Reviewer shall prepare the Asset Review Report solely based on the documentation received by the Asset Representations
Reviewer with respect to the related Delinquent Loan, and the Asset Representations Reviewer shall have no




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responsibility to independently obtain
any such documentation from any party to this Agreement or otherwise.


(x)                                    Within
forty-five (45) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Enforcing Servicer shall
determine, based on the Servicing Standard, whether there exists a Material Defect with respect to such Mortgage Loan. If the Enforcing
Servicer determines that a Material Defect exists, the Enforcing Servicer shall enforce the obligations of the related Mortgage Loan
Seller with respect to such Material Defect in accordance with Section 2.03(b).


(c)                                   The
Asset Representations Reviewer and its affiliates shall keep confidential any information appropriately labeled as “Privileged
Information” received from any party to this Agreement or any Sponsor (including, without limitation, in connection with the review
of the Mortgage Loans) and not disclose such Privileged Information to any Person (including Certificateholders), other than (1) to
the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties to this Agreement with a
notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information Exception. Each
party to this Agreement that receives Privileged Information from the Asset Representations Reviewer with a notice stating that such
information is Privileged Information shall not disclose such Privileged Information to any Person without the prior written consent
of the Special Servicer other than pursuant to a Privileged Information Exception.


(d)                                  The
Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided that no agent or
subcontractor may (i) be affiliated with any Mortgage Loan Seller, the Master Servicer, the Special Servicer, the Depositor, the
Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have been
paid any fees, compensation or other remuneration by an Underwriter, the Master Servicer, the Special Servicer, the Depositor, the Certificate
Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection with due diligence or
other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence, the Asset Representations
Reviewer shall remain obligated and primarily liable for any Asset Review required hereunder in accordance with the provisions of this
Agreement without diminution of such obligation or liability or related obligation or liability by virtue of such delegation or arrangements
or by virtue of indemnification from any Person acting as its agents or subcontractor to the same extent and under the same terms and
conditions as if the Asset Representations Reviewer alone were performing its obligations under this Agreement. The Asset Representations
Reviewer shall be entitled to enter into an agreement with any agent or subcontractor providing for indemnification of the Asset Representations
Reviewer by such agent or subcontractor, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


(e)                                    The
Asset Representations Reviewer may assign its rights and obligations under this Agreement in connection with the sale or transfer of
all or substantially all of its asset representations reviewer portfolio, provided that: (i) the purchaser or transferee accepting
such assignment and delegation (A) is an Eligible Asset Representations Reviewer resulting from a merger, consolidation or succession
that is permitted under this Agreement, (B) assumes in writing




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each covenant and condition to be performed
or observed by the asset representations reviewer under this Agreement and (C) is not a prohibited party under this Agreement; (ii) the
asset representations reviewer will not be released from its obligations under this Agreement that arose prior to the effective date of
such assignment and delegation; (iii) the rate at which each of the Asset Representations Reviewer Fee and the Asset Representations Reviewer
Asset Review Fee (or any component thereof) is calculated may not exceed the rate then in effect and (iv) the resigning asset representations
reviewer will be required to be responsible for the reasonable costs and expenses of each other party to this Agreement and the Rating
Agencies in connection with such transfer. Upon acceptance of such assignment and delegation, the purchaser or transferee will be required
to provide notice to each party to this Agreement and then will be the successor asset representations reviewer under this Agreement.


Section 12.02   
Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability.(a) As compensation for the performance
of its routine duties, the Asset Representations Reviewer shall be paid a fee (the “Asset Representations Reviewer Fee”),
payable monthly from amounts received in respect of the Mortgage Loans and shall be equal to the product of a rate equal to 0.00031% per
annum (the “Asset Representations Reviewer Fee Rate”) and the Stated Principal Balance of the Mortgage Loans and
any REO Loans (including any Non-Serviced Mortgage Loan, but not any Companion Loan) and shall be calculated in the same manner as
interest is calculated on such Mortgage Loans.


(b)                                  As
compensation for the performance of its duties hereunder, with respect to an individual Asset Review Trigger and each Mortgage Loan that
is a Delinquent Loan and is subject to an Asset Review (for purposes of this paragraph, each a “Subject Loan”), upon
the completion of any Asset Review with respect to an individual Asset Review Trigger, the Asset Representations Reviewer shall be paid
a fee equal to (i) $19,000 multiplied by the number of Delinquent Loans, plus (ii) $1,900 per Mortgaged Property relating
to the Delinquent Loans in excess of one Mortgaged Property per Delinquent Loan, plus (iii) $2,500 per Mortgaged Property relating
to a Delinquent Loan subject to a Ground Lease (as such term is defined in Exhibit C of the related Mortgage Loan Purchase Agreement),
plus (iv) $1,400 per Mortgaged Property relating to a Delinquent Loan subject to a franchise agreement, hotel management agreement
or hotel license agreement, subject, in the case of each of clauses (i) through (iv), to adjustments on the basis of the year-end “Consumer
Price Index for All Urban Consumers” as published by the U.S. Department of Labor, or other similar index if the Consumer Price
Index for All Urban Consumers is no longer calculated for the year of the Closing Date and for the year of the occurrence of the Asset
Review (any such fee, the “Asset Representations Reviewer Asset Review Fee”). The Asset Representations Reviewer Asset
Review Fee with respect to each Delinquent Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage
Interest thereof) shall be paid by the related Mortgage Loan Seller; provided, however, that if the related Mortgage Loan
Seller is insolvent or fails to pay such amount within ninety (90) days of written request by the Asset Representations Reviewer,
such fee shall be paid by the Trust following delivery by the Asset Representations Reviewer of a certification to the Master Servicer
that the requirements for payment set forth in this Section 12.02(b) have been met. The Asset Representations Reviewer shall not
deliver any such certificate unless it has invoiced payment of such amount and otherwise met the requirements for payment set forth in
this Section 12.02(b), including receipt of evidence of such insolvency or failure to pay such amount. A Mortgage Loan Seller
shall be deemed to have failed to pay such amount hereunder ninety (90) days after delivery by the Asset




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Representations Reviewer of an itemized invoice
to such Mortgage Loan Seller by registered mail or overnight courier to the address listed in this Agreement for such Mortgage Loan Seller,
or to such other address as shall be provided by such Mortgage Loan Seller for delivery of notices in accordance with this Agreement,
or ninety (90) days following attempted delivery of such invoice by registered mail or overnight courier and reasonable follow-up
by telephone or e-mail. Notwithstanding any payment of such fee by the Trust to the Asset Representations Reviewer, such fee will
remain an obligation of the related Mortgage Loan Seller and the Enforcing Servicer shall pursue remedies against such Mortgage Loan Seller
to recover any such amounts to the extent paid by the Trust.


(c)                                   Notwithstanding
the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall be included in the Purchase
Price for any Mortgage Loan that was the subject of a completed Asset Review and that is repurchased or substituted by the related Mortgage
Loan Seller to the extent such fee was not already paid by the related Mortgage Loan Seller, and such portion of the Purchase Price received
shall be used to reimburse the Asset Representations Reviewer or the Trust, as the case may be, for such fees pursuant to Section
12.02(b).


(d)                                  The
Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed by this
Agreement.


Section 12.03  Resignation of the Asset Representations Reviewer. The Asset Representations Reviewer may at any time resign and be discharged
from its obligations hereunder by giving written notice thereof to the other parties to this Agreement and each Rating Agency. Upon such
notice of resignation, the Depositor shall promptly appoint a successor asset representations reviewer that is an Eligible Asset Representations
Reviewer. If no successor asset representations reviewer shall have been so appointed and have accepted appointment within 30 days
after the giving of such notice of resignation, the resigning Asset Representations Reviewer may petition any court of competent jurisdiction
for the appointment of a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. The Asset Representations
Reviewer will bear all reasonable costs and expenses of each party hereto and each Rating Agency in connection with its resignation.


Section 12.04  
Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its Affiliates
shall make any investment in any Class of Certificates; provided, however, that such prohibition shall not apply to (i) riskless
principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or (ii) investments by an Affiliate
of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate maintain policies and procedures that (A) segregate
personnel involved in the activities of the Asset Representations Reviewer under this Agreement from personnel involved in such Affiliate’s
investment activities and (B) prevent such Affiliate and its personnel from gaining access to information regarding the Trust and
the Asset Representations Reviewer and its personnel from gaining access to such Affiliate’s information regarding its investment
activities.


Section 12.05  
Termination of the Asset Representations Reviewer.(a) An “Asset Representations Reviewer Termination Event”
means any one of the following events whether it




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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 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to
the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee by the Holders of Certificates
evidencing greater than 25% of the Voting Rights, provided that any such failure that is not curable within such thirty (30) day
period, the Asset Representations Reviewer shall have an additional cure period of thirty (30) days to effect such cure so long
as it has commenced to cure such failure within the initial thirty (30) day period and has provided the Trustee and the
Certificate Administrator with an officer’s certificate certifying that it has diligently pursued, and is continuing to pursue,
such cure;


(ii)                                   any
failure by the Asset Representations Reviewer to perform its obligations hereunder in accordance with the Asset Review Standard in any
material respect, which failure shall continue unremedied for a period of thirty (30) days after the date written notice of such
failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


(iii)                                any
failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue unremedied
for a period of thirty (30) days after the date written notice of such failure, requiring the same to be remedied, is given
to the Asset Representations Reviewer by any party to this Agreement;


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


(v)                                  the
Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee in
any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating
to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


(vi)                               the
Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file a petition to
take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations.




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Upon receipt by the Certificate
Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate Administrator
shall promptly provide written notice to all Certificateholders (which shall be simultaneously delivered to the Asset Representations
Reviewer) in accordance with the notice distribution procedures described in Section 12.01(a), unless the Certificate Administrator
has received written notice that such Asset Representations Reviewer Termination Event has been remedied. If an Asset Representations
Reviewer Termination Event shall occur then, and in each and every such case, so long as such Asset Representations Reviewer Termination
Event shall not have been remedied, either the Trustee (i) may or (ii) upon the written direction of Holders of Certificates
evidencing at least 25% of the Voting Rights (without regard to the application of any Cumulative Appraisal Reduction Amounts), shall,
terminate all of the rights and obligations of the Asset Representations Reviewer under this Agreement, other than rights and obligations
accrued prior to such termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other
than indemnification rights (arising out of events occurring prior to such termination), by notice in writing to the Asset Representations
Reviewer. The Asset Representations Reviewer is required to bear all reasonable costs and expenses of itself and of each other party to
this Agreement in connection with its termination due to an Asset Representations Reviewer Termination Event. Notwithstanding anything
herein to the contrary, the Depositor and each Mortgage Loan Seller shall have the right, but not the obligation, to notify the Certificate
Administrator and the Trustee of any Asset Representations Reviewer Termination Event of which it becomes aware.


(b)                                  Upon
(i) the written direction of Holders of Principal Balance Certificates evidencing at least 25% of the Voting Rights (without regard
to the application of any Cumulative Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations
Reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment
by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator
in connection with administering such vote, the Certificate Administrator shall promptly provide written notice thereof to the Asset
Representations Reviewer and to all Certificateholders by (i) posting such notice on its internet website, and (ii) mailing
such notice to all Certificateholders at their addresses appearing in the Certificate Register and to the Asset Representations Reviewer.
Upon the written direction of Holders of Principal Balance Certificates evidencing at least 75% of a Certificateholder Quorum (without
regard to the application of any Cumulative Appraisal Reduction Amounts), the Trustee shall terminate all of the rights and obligations
of the Asset Representations Reviewer under this Agreement (other than any rights or obligations that accrued prior to the date of such
termination and other than indemnification rights arising out of events occurring prior to such termination) by notice in writing to
the Asset Representations Reviewer and appoint the proposed successor. As between the Asset Representations Reviewer, on the one hand,
and the Holders of Principal Balance Certificates, on the other, the Holders of Principal Balance Certificates shall be entitled in their
sole discretion to vote for the termination or not vote for the termination of the Asset Representations Reviewer. In the event that
Holders of the Principal Balance Certificates evidencing at least 75% of the Voting Rights (without regard to the application of any
Cumulative Appraisal Reduction Amounts) elect to remove the Asset Representations Reviewer without cause and appoint a successor, the
successor asset representations reviewer will be responsible for all expenses necessary to effect the transfer of responsibilities from
its predecessor.




    		-441-	 



    


    

(c)                                   On or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than 30 days
after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2) the Trustee
delivers such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor asset representations
reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of the appointment of an Asset
Representations Reviewer to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Directing
Certificateholder and each Certificateholder within one Business Day of such appointment.


The Asset Representations
Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations Reviewer ceases to be an Eligible
Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify the Master Servicer, the Special Servicer,
the Trustee, the Operating Advisor, the Certificate Administrator and the Directing Certificateholder of such disqualification and immediately
resign under Section 12.03 of this Agreement and the Trustee shall appoint a successor asset representations reviewer subject to
and in accordance with this Section 12.05. Notwithstanding the foregoing, if the Trustee is unable to find a successor asset representations
reviewer within thirty (30) days of the termination of the Asset Representations Reviewer, the Depositor shall be permitted to find
a replacement. The Trustee shall not be liable for any failure to identify and appoint a successor asset representations reviewer so long
as the Trustee uses commercially reasonable efforts to conduct a search for a successor asset representations reviewer and such failure
is not a result of the Trustee’s negligence, bad faith or willful misconduct in the performance of its obligations hereunder.


(d)                                  Upon
any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer, the Trustee
shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate Administrator (who
shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor, the Mortgage Loan Sellers,
the Depositor, each Rating Agency and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder.
In the event that the Asset Representations Reviewer is terminated, all of its rights and obligations under this Agreement shall terminate,
other than any rights or obligations that accrued prior to the date of such termination (including the right to receive all amounts accrued
and owing to it under this Agreement) and other than indemnification rights (arising out of events occurring prior to such termination).




    		-442-	 



    


    

[End of Article XII]


ARTICLE
XIII



MISCELLANEOUS PROVISIONS


Section 13.01   
Amendment. (a) This Agreement may be amended from time to time
by the parties hereto, without the consent of any of the Certificateholders or the Companion Holders:


(i)                                      to
correct any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;


(ii)                                   to cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus
(or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or this Agreement
or to correct or supplement any of its provisions which may be defective or inconsistent with any other provisions therein or to correct
any error;


(iii)                                to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and
(b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing
by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each
Rating Agency with respect to such amendment;


(iv)                               to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of either Trust
REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize
the risk of imposition of any tax on the Trust or either Trust REMIC; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


(v)                                  to
modify, eliminate or add to the provisions of Section 5.03(o) or Section 5.03(p) or any other provision hereof restricting transfer
of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust, either Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused
by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


(vi)                               to
revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change; provided
that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any




    		-443-	 



    


    

holder of a Serviced Pari Passu Companion
Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement
and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its
then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25);


(vii)                            to
amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates
by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any
Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


(viii)                         to
modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the Directing Certificateholder,
determine that the commercial mortgage-backed securities industry standard for such provisions has changed, in order to conform to
such industry standard, (b) such modification does not adversely affect the status of either Trust REMIC as a REMIC under the
relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25);


(ix)                                 to
modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such
amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an
Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating
such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c)
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;




    		-444-	 



    


    

(x)                                    to modify, eliminate or add to any of its provisions to such extent as will be necessary to comply with the requirements for use
of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or (iv); or


(xi)                                 to
modify, eliminate or add to any of its provisions (i) to such extent as will be necessary to comply with the requirements of the Risk
Retention Rules, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk Retention Rules or any other regulations applicable
to the Risk Retention Requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate the provision related to the Risk Retention Requirements in the event of such amendment
or repeal, upon the consent of the Retaining Sponsor, such consent not to be unreasonably withheld, conditioned or delayed.


Notwithstanding the foregoing, no such amendment
(A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise or change
any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary hereunder,
without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor or (B) may materially
and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.


(b)                                  This
Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing, in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:


(i)                                      reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required to be distributed
on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion
Holder without the consent of such Companion Holder; or


(ii)                                   reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the
requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates of such
Class then-outstanding or such Companion Holders, as applicable; or


(iii)                                adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then-outstanding;
or


(iv)                               change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase




    		-445-	 



    


    

Agreement or otherwise or change any
rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary hereunder,
without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)                                  amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating
Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25) and, if required under the related Intercreditor Agreement, the consent of the Subordinate Companion
Holder(s) for each Serviced AB Whole Loan.


(c)                                   Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer or the Special Servicer shall consent to any amendment hereto without having first received an Opinion of Counsel
(at the Trust’s expense) to the effect that such amendment is permitted hereunder, that all conditions precedent have been satisfied
and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified Person in accordance
with such amendment will not result in the imposition of a tax on any portion of the Trust Fund or either Trust REMIC, or cause either
Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code. Furthermore, no amendment to this Agreement may
be made that changes any provision specifically required to be included in this Agreement by any Designated Intercreditor Agreement,
without in each case the consent of the holder of the related Companion Loan(s).


(d)                                  No
later than the effective date of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to the
Certificate Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a copy of
the same on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c), as applicable,
and thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment together with a copy
of such amendment in electronic format to each Certificateholder and each Serviced Companion Noteholder, the Depositor, each Other Depositor,
the Master Servicer, the Special Servicer, the Underwriters and the Rating Agencies.


(e)                                   It
shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and
of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the
Certificate Administrator may prescribe.


(f)                                     The
Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01 that
affects its rights, duties and immunities under this Agreement or otherwise.




    		-446-	 



    


    

(g)                                  The cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or Section 13.01(c) and the cost
of any amendment entered into hereunder shall be borne by the Person seeking the related amendment, except that if the Master Servicer,
the Certificate Administrator or the Trustee requests any amendment of this Agreement in furtherance of the rights and interests of Certificateholders,
the cost of any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a) or Section 13.01(c) shall
be payable out of the Collection Account.


(h)                                  The
Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect to any class
of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25).


(i)                                      To
the extent the Operating Advisor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Asset Representations
Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c) in connection with executing any amendment
to this Agreement, such party shall be deemed not to have acted negligently in connection with entering into such amendment for purposes
of availing itself of any indemnity provided to such party under this Agreement.


(j)                                      Notwithstanding
any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this Section 13.01, any
Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with
respect to matters described above as they would if any other Person held such Certificates, so long as neither the Depositor nor any
of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


(k)                                   This
Agreement may not be amended without the consent of any holder of a Companion Loan if such amendment would materially and adversely affect
the rights of such Companion Holder hereunder.


(l)                                      In
addition, if one but not all of the Mortgage Notes evidencing a Joint Mortgage Loan is repurchased by the applicable Mortgage Loan Sellers,
this Agreement may be amended by the parties hereto (at the expense of the party requesting such amendment (or, if the Master Servicer
or Special Servicer is requesting such amendment in connection with the fulfillment of its duties under this Agreement, at the expense
of the Trust)), without the consent of any Certificateholder, to add or modify provisions relating to the applicable Repurchased Note
for purposes of the servicing and administration of such Repurchased Note provided that the amendment shall not adversely affect in any
material respect the interests of the Certificateholders, as evidenced by a Rating Agency Confirmation from each Rating Agency (obtained
at the expense of the Repurchasing Mortgage Loan Seller) with respect to such amendment (or, if no such Rating Agency Confirmation is
actually received, by an Opinion of Counsel to such effect). Prior to the effectiveness of such amendment, if one but not all of the
Mortgage Notes with respect to a Joint Mortgage Loan is repurchased, the terms of Section 3.33 shall govern the servicing and
administration of such Joint Mortgage Loan.



    		-447-	 



    


    

Section 13.02     Recordation
of Agreement; Counterparts.              (a) To the extent permitted by applicable
law, this Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or
other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be effected by the Certificate Administrator at the expense of
the Depositor on direction by the Special Servicer and with the consent of the Depositor (which may not be unreasonably withheld),
but only upon direction accompanied by an Opinion of Counsel (the cost of which shall be paid by the Depositor) to the effect that
such recordation materially and beneficially affects the interests of the Certificateholders.


(b)                                  For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may
be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall
constitute one and the same instrument, and the words “executed,” “signed,” “signature,” and words
of like import as used above and elsewhere in this Agreement or in any other certificate, agreement or document related to this transaction
shall include, in addition to manually executed signatures, images of manually executed signatures transmitted by facsimile or other electronic
format (including, without limitation, “pdf”) and other electronic signatures (including, without limitation, any electronic
sound, symbol, or process, attached to or logically associated with a contract or other record and executed or adopted by a person with
the intent to sign the record). The use of electronic signatures and electronic records (including, without limitation, any contract or
other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity
and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable
law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records
Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the
Uniform Commercial Code.


(c)                                   The
Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue of the fact of
the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s expense.


Section 13.03   
Limitation on Rights of Certificateholders. (a)  The death
or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder’s
legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of
the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.


(b)                                  No
Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation
and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms
of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association;
nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.




    		-448-	 



    


    

(c)                                   No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, any Intercreditor Agreement, any Mortgage Loan or with respect to
the Certificates, unless, with respect to any suit, action or proceeding upon or under or with respect to this Agreement, such Holder
previously shall have given to the Trustee and the Certificate Administrator a written notice of default, and of the continuance thereof,
as herein before provided, or of the need to institute such suit, action or proceeding on behalf of the Trust and unless also (except
in the case of a default by the Trustee) the Holders of Certificates of any Class evidencing not less than 25% of the related Percentage
Interests in such Class shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name
as Trustee hereunder and shall have offered to the Trustee such indemnity reasonably satisfactory to it as it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for sixty (60) days after its receipt of such
notice, request and offer of such indemnity, shall have neglected or refused to institute any such action, suit or proceeding. The Trustee
shall be under no obligation to exercise any of the trusts or powers vested in it hereunder or to institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or direction of any of the Holders of Certificates unless such Holders have offered
to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or hereby.
It is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee,
that no one or more Holders of Certificates shall have any right in any manner whatsoever by virtue of any provision of this Agreement
or the Certificates to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder, which priority or preference is not otherwise provided for herein, or
to enforce any right under this Agreement or the Certificates, except in the manner herein or therein provided and for the equal, ratable
and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 13.03(c), each
and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.


Section 13.04   
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING
UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE
RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION
5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


EACH OF THE PARTIES HERETO
IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED
STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT; (II) WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES
THAT A




    		-449-	 



    


    

FINAL JUDGMENT IN ANY ACTION OR PROCEEDING
IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED
BY LAW; AND (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED
FOR NOTICES HEREUNDER.


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


Section 13.05   
Notices. (a) Any communications provided for or permitted hereunder
shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given when delivered to (or, in
the case of facsimile or electronic notices, when received by):


In the case of the Depositor:



Barclays Commercial Mortgage Securities LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson

Email: daniel.vinson@barclays.com


with a copy to:



Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Attention: Lillian Tillman, Legal Department

Email: Lillian.tillman@barclays.com


In the case of the Master Servicer:



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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax Number: (888) 706-3565


with a copy to:




    		-450-	 



    


    

Stinson LLP

1201 Walnut Street

Suite 2900

Kansas City, Missouri 64106 2150

Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com

Fax Number: (816)-412-9338


In the case of the Special Servicer:



Rialto Capital Advisors, LLC

200 S. Biscayne Boulevard

Suite 3550

Miami, Florida 33131

Attention: Liat Heller

Fax number: (305) 229-6425

Email: liat.heller@rialtocapital.com


with a copy to:



Rialto Capital Advisors, LLC

200 S. Biscayne Boulevard

Suite 3550

Miami, Florida 33131

Attention: Jeff Krasnoff

Fax number: (305) 229-6425

Email: jeff.krasnoff@rialtocapital.com


with a copy to:



Rialto Capital Advisors, LLC

200 S. Biscayne Boulevard

Suite 3550

Miami, Florida 33131

Attention: Niral Shah

Fax number: (305) 229-6425

Email: niral.shah@rialtocapital.com


with a copy to:




    		-451-	 



    


    

Rialto Capital Advisors, LLC

200 S. Biscayne Boulevard

Suite 3550

Miami, Florida 33131

Attention: Adam Singer

Fax number: (305) 229-6425

Email: adam.singer@rialtocapital.com


In the case of the Directing Certificateholder:



RREF IV D AIV RR H, LLC

c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer

Fax number: (212) 751-4646

Email: josh.cromer@rialtocapital.com


with a copy to:



RREF IV D AIV RR H, LLC

c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Joseph Bachkosky

Fax number: (212) 751-4646

Email: joseph.bachkosky@rialtocapital.com


In the case of the Third Party Purchaser:



RREF IV-D AIV RR H, LLC

c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer

Fax number: (212) 751-4646

Email: josh.cromer@rialtocapital.com


with a copy to:




    		-452-	 



    


    

RREF IV-D AIV RR H, LLC

c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Joseph Bachkosky

Fax number: (212) 751-4646

Email: joseph.bachkosky@rialtocapital.com


In the case of the Certificate Administrator
and Trustee:



Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – BBCMS 2022-C18


with a copy to:



cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


In the case of any transfer or surrender
of a Risk Retention Certificate pursuant to Article V:


Computershare Trust Company, National Association


9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody (CMBS) – BBCMS 2022-C18


with a copy to:



riskretentioncustody@wellsfargo.com


In the case of the Custodian:



Computershare Trust Company, National Association 

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: Document Custody Group – BBCMS 2022-C18


with a copy to:



cmbscustody@wellsfargo.com




    		-453-	 



    


    

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

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services – BBCMS 2022-C18


In the case of the Mortgage Loan Sellers:


		1.	Barclays Capital Real Estate Inc.

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson, Managing Director

Email: daniel.vinson@barclays.com



with a copy to:



Barclays Capital Real Estate Inc.

745 Seventh Avenue

New York, New York

Attention: Lillian Tillman, Legal Department

Email: lillian.tillman@barclays.com


		2.	Societe Generale Financial Corporation

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: Jim Barnard

E-mail: US-Glba-Abp-Cmbs-Notices@sgcib.com



with a copy to:



Societe Generale Financial Corporation

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: General Counsel

E-mail: US-Glba-Abp-Cmbs-Notices@sgcib.com



		3.	KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Joe DeRoy

Facsimile: (877) 379-1625



with a copy to:









    		-454-	 



    


    

Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Facsimile: (816) 753-1536


		4.	Starwood Mortgage Capital LLC

2340 Collins Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Leslie K. Fairbanks, Executive Vice President

Email: lfairbanks@starwood.com



with a copy by email to: jbeard@starwood.com



and with a copy to:



Starwood Property Trust, Inc.

2340 Collins Avenue, Suite 700

Miami Beach, Florida 33139

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 to:



Marcia Moore-Allen

Facsimile: (405) 236-1448

Email: mmoore-allen@mccoy-orta.com



		5.	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:







    		-455-	 



    


    



Bank of Montreal

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Attention: Legal Department

Email: BMOCMBSNotices@bmo.com


		6.	Argentic Real Estate Finance LLC

31 West 27th Street, 12th Floor

New York, New York 10001

Attention: Michael Schulte

Facsimile No.: (646) 560-1745



		7.	UBS AG

1285 Avenue of the Americas

New York, New York 10019

Attention: Henry Chung



with a copy to:



UBS Business Solutions LLC

1285 Avenue of the Americas

New York, New York 10019

Attention: Chad Eisenberger, Executive Director and Counsel



		8.	BSPRT CMBS Finance, LLC

1345 Avenue of the Americas, Suite 32A

New York, New York 10105

Attention: Micah Goodman



		9.	LMF Commercial, LLC

590 Madison Avenue, 9th Floor

New York, New York 10022

Attention: Kenneth M. Gorsuch, Managing Director

Email: Ken.Gorsuch@lmfcommercial.com



with a copy to:



Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: Frank Polverino

Email: Frank.Polverino@cwt.com



and, with respect to certifications pursuant
to Section 2.03 of this Agreement, with a copy to:




    		-456-	 



    


    

McCoy & Orta

100 N. Broadway, 26th Floor

Oklahoma City, Oklahoma 73102


with a copy by email to: vorta@mccoy-orta.com


and with a copy to:


Marcia Moore Allen

email: mmoore-allen@mccoy-orta.com


In the case of the Underwriters or Initial
Purchasers:


		1.	Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019,

Attention: Daniel Vinson, Managing Director



with a copy to:



Barclays Capital Inc.

745 Seventh Avenue

New York, New York, 10019

Attention: Lillian Tillman


		2.	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 Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Attention: Legal Department

Email: BMOCMBSNotices@bmo.com


		3.	KeyBanc Capital Markets Inc.

127 Public Square, 8th Floor

Cleveland, Ohio 44114

Attention: Gary Andrews

Facsimile number: (216) 689-0976





    		-457-	 



    


    

		4.	SG Americas Securities, LLC

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard

Email to Jim.Barnard@sgcib.com



with a copy to:



SG Americas Securities, LLC

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: General Counsel

Email to US-Glba-Abp-Cmbs-Notices@sgcib.com


		5.	UBS Securities LLC

1285 Avenue of the Americas

New York, New York 10019

Attention: Henry Chung

facsimile number: (212) 821-2943



UBS Business Solutions LLC

1285 Avenue of the Americas

New York, New York 10019

Attention: Chad Eisenberger, Executive Director & Counsel


		6.	Mischler Financial Group, Inc.

1111 Bayside Drive, Suite 100

Corona Del Mar, California 92625

Attention: Tim Jenkins

E-mail: ops@mischlerfinancial.com



		7.	Academy Securities, Inc.

140 East 45th Street

New York, New York 10017

Attention: Michael Boyd, Chief Compliance Officer

E-mail: cmbs@academysecurities.com 



In the case of the Retaining Sponsor:



Barclays Capital Real Estate Inc.

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson, Managing Director

Email: daniel.vinson@barclays.com



with a copy to:








    		-458-	 



    


    

Barclays Capital Real Estate Inc.

745 Seventh Avenue

New York, New York

Attention: Lillian Tillman, Legal Department

Email: Lillian.tillman@barclays.com


In the case of the Operating Advisor
and the Asset Representations Reviewer:



Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: BBCMS 2022-C18 – Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


In the case of any mezzanine lender:



The address set forth in the related Intercreditor Agreement.


In the case of any Companion Loan Holder:



The address set forth in the related Intercreditor Agreement.


To each such Person, such other address as
may hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted to be delivered to
a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such Holder as
shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to
have been duly given, whether or not the Certificateholder receives such notice.


(b)                                  Any
party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver such
written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the address listed below, promptly
following the occurrence thereof. The Master Servicer or the Special Servicer, as the case may be, the Certificate Administrator, and
Trustee also shall furnish such other information regarding the Trust as may be reasonably requested by the Rating Agencies to the extent
such party has or can obtain such information without unreasonable effort or expense; provided, however, that such other
information is first provided to the 17g-5 Information Provider in accordance with the procedures set forth in Section 3.13(c);
provided, further, that the 17g-5 Information Provider shall not disclose which Rating Agency has requested such information.
Notwithstanding the foregoing, the failure to deliver such notices or copies shall not constitute a Servicer Termination Event, as the
case may be, under this Agreement. Any confirmation of the rating by the Rating Agencies required hereunder shall be in writing.




    		-459-	 



    


    

Any notices to the Rating Agencies shall
be sent to the following addresses:


Fitch Ratings, Inc.

300 West 57th Street

New York, New York 10019

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


Kroll Bond Rating Agency, LLC

805 Third Avenue, 29th Floor

New York, New York 10022

Attention: CMBS Surveillance

Email: cmbs.surveillance@kbra.com


Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10041

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


Section 13.06   
Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall
be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions
of this Agreement or of the Certificates or the rights of the Holders thereof.


Section 13.07   
Grant of a Security Interest. The Depositor intends that the conveyance of the Conveyed Property shall constitute a sale
and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends
that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor
also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity)
a first priority security interest in the Depositor’s entire right, title and interest in, to and under, whether now owned or existing
or hereafter acquired or arising, the Conveyed Property and all proceeds thereof and (ii) this Agreement shall constitute a Security
Agreement under applicable law. The Depositor shall file or cause to be filed, as a precautionary filing, a UCC Financing Statement in
all appropriate locations in the State of Delaware promptly following the initial issuance of the Certificates, and the Certificate Administrator
shall, at the expense of the Depositor (to the extent reasonable), prepare and file continuation statements with respect thereto, in each
case in the six-month period prior to every fifth anniversary of the date of the initial UCC Financing Statement. The Depositor shall
cooperate in a reasonable manner with the Certificate Administrator in the preparation and filing of such continuation statements. This
Section 13.07 shall constitute notice to the Certificate Administrator and the Trustee pursuant to any of the requirements of the
applicable UCC.



    		-460-	 



    


    

Section 13.08    Successors
and Assigns; Third Party Beneficiaries. (a)  The provisions of
this Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders. Each Mortgage Loan Seller (and its respective agents),
each Additional Repurchase Obligor under a Mortgage Loan Purchase Agreement, each guarantor of a Mortgage Loan Seller’s
obligations under the applicable Mortgage Loan Purchase Agreement, each Companion Holder (and its respective agents), each
Underwriter, each depositor of a Regulation AB Companion Loan Securitization, each Other Exchange Act Reporting Party (with respect
to its rights under Article XI of this Agreement) and each Initial Purchaser is an intended third-party
beneficiary to this Agreement in respect of the respective rights afforded it hereunder. No other person, including, without
limitation, any Mortgagor, shall be entitled to any benefit or equitable right, remedy or claim under this Agreement. If one, but
not all, of the Mortgage Notes evidencing any Joint Mortgage Loan is repurchased, the applicable Repurchasing Mortgage Loan Seller
shall be a third-party beneficiary of this Agreement to the same extent as if it were a holder of a Serviced Pari Passu Companion
Loan, as contemplated by Section 3.34 hereof.


(b)                                  Each
Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded it hereunder.
Each of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect to all provisions
herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other Trustee, and any provisions
regarding reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.


(c)                                   Each
of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Depositor,
Non-Serviced Paying Agent and any Non-Serviced Trust holding a related Non-Serviced Companion Loan, shall be a third-party
beneficiary to this Agreement in respect to its rights as specifically provided for herein and under the applicable Non-Serviced
Intercreditor Agreement.


(d)                                  Subject
to Section 2.03(k), Section 2.03(l)(iv) and Section 2.03(l)(v), any Requesting Certificateholder shall be an express
third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k) through Section 2.03(o).


Section 13.09   
Article and Section Headings. The article and section headings herein are for convenience of reference only, and shall not
limit or otherwise affect the meaning hereof.


Section 13.10   
Notices to the Rating Agencies. (a)  The Certificate Administrator
shall use reasonable efforts promptly to provide notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), (and the related 17g-5 information provider for any class of Serviced
Companion Loan Securities to the extent applicable to any Serviced Whole Loan) with respect to each of the following of which it has actual
knowledge:


(i)                                      any
material change or amendment to this Agreement;


(ii)                                   the
occurrence of a Servicer Termination Event that has not been cured;




    		-461-	 



    


    

(iii)                                the
resignation or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer or the Special Servicer;
and


(iv)                               the
repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller or Additional Repurchase Obligor pursuant to Section 5
or Section 19, as applicable, of the related Mortgage Loan Purchase Agreement.


(b)                                  The
Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following of which it has actual
knowledge:


(i)                                      the
resignation or removal of the Trustee or the Certificate Administrator;


(ii)                                   any
change in the location of the Collection Account;


(iii)                                any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


(iv)                               any
change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance described
in Section 3.08;


(v)                                  any additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for any
Mortgage Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than 5% of the
then-aggregate outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


(vi)                               any
material damage to any Mortgaged Property;


(vii)                            any
assumption with respect to a Mortgage Loan; and


(viii)                         any release or substitution of any Mortgaged Property.


(c)                                   The
Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change in the location
of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


(d)                                  The
Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to the 17g-5 Information
Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), and thereafter to each
Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable to any Serviced Whole
Loan) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) such information as any Rating Agency shall
reasonably request and which the Trustee, the Certificate Administrator, the Master Servicer or Special Servicer, can reasonably provide
in accordance with applicable law and without waiving any attorney-client privilege relating to such information or violating the
terms of this Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator, the Master Servicer and the Special
Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with respect




    		-462-	 



    


    

to such information. Notwithstanding anything
to the contrary herein, nothing in this Section 13.10 shall require a party to provide duplicative notices or copies to the Rating
Agencies with respect to any of the above listed items. In connection with the delivery by the Master Servicer or the Special Servicer
to the 17g-5 Information Provider of any information, report, notice or document for posting to the 17g-5 Information Provider’s
Website, the 17g-5 Information Provider shall notify the Master Servicer or the Special Servicer when such information, report, notice
or document has been posted. The Master Servicer or the Special Servicer, as the case may be, may, but shall not be obligated to send
such information, report, notice or document to the applicable Rating Agency so long as such information, report, notice or document (i) was
previously provided to the 17g-5 Information Provider or (ii) is simultaneously provided, by 2:00 p.m. (New York City time)
on any Business Day, to the 17g-5 Information Provider.


Section 13.11   
Recognition of U.S. Special Resolution Regimes.


(i)                                      In
the event a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of this Agreement (and
any interest and obligation in or under, and any property securing, this Agreement) from such Covered Party will be effective to the
same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement (and any interest and obligation
in or under, and any property securing, this Agreement) were governed by the laws of the United States or a State of the United States.


(ii)                                   In
the event that a Covered Party or any BHC Affiliate of such Covered Party becomes subject to a proceeding under a U.S. Special Resolution
Regime, Default Rights under this Agreement that may be exercised against such Covered Party are permitted to be exercised to no greater
extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws
of the United States or a State of the United States.


(iii)                                For
the purposes of this Section 13.11 and Section 13.12, the following definitions apply:


“BHC Affiliate”
has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. §1841(k).


“Covered Party”
means any party to this Agreement that is one of the following: (i) a “covered entity” as that term is defined in, and interpreted
in accordance with, 12 C.F.R. §252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. §47.3(b), or any subsidiary of such a covered bank to which 12 C.F.R. Part 47 applies in accordance with 12 C.F.R.
§47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §382.2(b).


“Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§252.81, 47.2 or 382.1, as
applicable.


“U.S. Special Resolution
Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of
the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.



    		-463-	 



    


    

Section13.12     Limitation on the Exercise of Certain Rights
Related to Affiliate Insolvency Proceedings.(i) Notwithstanding anything to the contrary in this Agreement or any other agreement,
but subject to the requirements of Section 13.12, no party to this Agreement shall be permitted to exercise any Default Right against
a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject
to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except
to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84,
12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable.


(ii)                                   After
a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any
Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the
burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder.


Section 13.13   
Cooperation with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements. It is expressly agreed and
understood that, notwithstanding the assignment of the Mortgage Loan documents, it is expressly intended that each Mortgage Loan Seller
get the benefit of any securitization indemnification provisions in the Mortgage Loan documents. Therefore, the Depositor, the Master
Servicer, the Special Servicer and the Trustee hereby agree to reasonably cooperate with each Mortgage Loan Seller at the sole reasonable
expense of such Mortgage Loan Seller with respect to the benefits of the provisions of any section of a loan agreement or securitization
cooperation agreement related to indemnification of the lender and/or its Affiliates with respect to any securitization of the related
Mortgage Loan, including, without limitation, reassignment to the related Mortgage Loan Seller of such sections, but no other portion
of the Mortgage Loan documents, to permit the related Mortgage Loan Seller and its respective Affiliates to enforce such provisions for
their respective benefits; provided that none of the Depositor, the Master Servicer, the Special Servicer or the Trustee shall be required
to take any action that is inconsistent with the Servicing Standard, would violate applicable law, the terms and provisions of this Agreement
or the Mortgage Loan documents, would adversely affect any Certificateholder, would cause either Trust REMIC to fail to qualify as a REMIC,
or would result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC
Provisions. To the extent that the Trustee is required to execute any document facilitating an assignment under this Section 13.13,
such document shall be in form and substance reasonably acceptable to the Trustee.


Section 13.14   
PNC Bank, National Association. PNC Bank, National Association, by execution hereof by its division, Midland Loan Services,
a Division of PNC Bank, National Association, acknowledges and agrees that this Agreement is binding upon and enforceable against PNC
Bank, National Association to the full extent of the obligations set forth herein with respect to Midland Loan Services, a Division of
PNC Bank, National Association. 


[End of Article XIII]


[SIGNATURES COMMENCE ON FOLLOWING PAGE]


 




    		-464-	 



    


    

IN WITNESS WHEREOF, the parties
hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each case as of the day
and year first above written.





	 	BARCLAYS COMMERCIAL MORTGAGE
	 	 	SECURITIES
LLC,
	 	 	Depositor
	 	 	 
	 	 	 
	 	By:	  /s/ Daniel Vinson
	 	 	Name:         Daniel Vinson
	 	 	Title:    Chief Executive Officer




    		BBCMS 2022-C18: Pooling and Servicing Agreement	 



    


    





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




    		BBCMS 2022-C18 - Pooling and Servicing Agreement	 



    


    




	 	RIALTO CAPITAL ADVISORS, LLC,
	 	 	Special Servicer
	 	 	 
	 	 	 
	 	By:	  /s/ Sorana Georgescu
	 	 	Name: 	Sorana Georgescu
	 	 	Title:  	Secretary




    		BBCMS 2022-C18 - Pooling and Servicing Agreement	 



    


    




	 	COMPUTERSHARE TRUST COMPANY,
	 	 	NATIONAL
ASSOCIATION,
	 	 	not in its individual capacity, but solely as
	 	 	Certificate Administrator 
	 	 	 
	 	 	 
	 	By:	  /s/ Anna M. Lopez
	 	 	Name:  Anna M. Lopez
	 	 	Title:  Vice President




    		BBCMS 2022-C18 - Pooling and Servicing Agreement	 



    


    

	 	COMPUTERSHARE TRUST COMPANY,
	 	 	NATIONAL
ASSOCIATION,
	 	 	not in its individual capacity, but solely as
	 	 	Trustee
	 	 	 
	 	 	 
	 	By:	  /s/ Anna M. Lopez
	 	 	Name:  Anna M. Lopez
	 	 	Title:  Vice President




    		BBCMS 2022-C18 - Pooling and Servicing Agreement	 



    


    




	 	PARK BRIDGE LENDER SERVICES LLC,
	 	         	Operating Advisor
	 	 	 
	 	 	 



	 	By:	Park Bridge Advisors LLC
	 	 	Its Sole Member
	 	 	 
	 	 	 
	 	By:	Park Bridge Financial LLC
	 	 	Its Sole Member
	 	 	 
	 	 	 
	 	By:	 /s/ Robert J. Spinna, Jr.
	 	 	Name: Robert J. Spinna, Jr.
	 	 	Title: Managing Member




	 	PARK BRIDGE LENDER SERVICES LLC,
	 	         	Asset Representation Reviewer
	 	 	 
	 	 	 



	 	By:	Park Bridge Advisors LLC
	 	 	Its Sole Member
	 	 	 
	 	 	 
	 	By:	Park Bridge Financial LLC
	 	 	Its Sole Member
	 	 	 
	 	 	 
	 	By:	 /s/ Robert J. Spinna, Jr.
	 	 	Name: Robert J. Spinna, Jr.
	 	 	Title: Managing Member




    		BBCMS 2022-C18 - Pooling and Servicing Agreement	 



    


    

EXHIBIT A-1



FORM OF CERTIFICATE (OTHER THAN CLASS R CERTIFICATES)


CLASS [__]


BBCMS MORTGAGE
TRUST 2022-C18


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C18,
CLASS [__]


[FOR CLASS E-RR, CLASS F-RR, CLASS G-RR,
CLASS H-RR AND CLASS J-RR CERTIFICATES: THIS CERTIFICATE IS INTENDED TO CONSTITUTE PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST”
(AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT
TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND FINANCING SET FORTH IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED). THE INITIAL PURCHASER OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING
THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT.]


[FOR PRIVATELY OFFERED CERTIFICATES (CERTIFICATES
OTHER THAN CLASSES A-1, A-2, A-3, A-4, A-5, A-SB, X-A, A-S, B AND C): THIS CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE
FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[FOR BOOK-ENTRY CERTIFICATES: UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO.


 



1                 Temporary Regulation S Book-Entry
Certificate legend.




    	 	A-1-1	 



    


    

OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE
LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


[FOR PRINCIPAL BALANCE CERTIFICATES: PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.]


[FOR PRIVATELY OFFERED CERTIFICATES (CERTIFICATES
OTHER THAN CLASSES A-1, A-2, A-3, A-4, A-5, A-SB, X-A, A-S, B AND C): THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER
HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND
WHOM THE HOLDER HAS


 



2                 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


3                 Book-Entry Certificate legend.




    	 	A-1-2	 



    


    

INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE
TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN
INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT (“REGULATION D”) OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D (COLLECTIVELY, “INSTITUTIONAL ACCREDITED INVESTORS”),
AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


[FOR CLASS G-RR, CLASS H-RR AND CLASS
J-RR CERTIFICATES: THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES
AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS,
TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING
ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH
PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING
THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN
THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS
CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH
ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.]


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.




    	 	A-1-3	 



    


    

[FOR PRINCIPAL BALANCE CERTIFICATES: THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS
ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED
MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY
BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE
ADMINISTRATOR.]


[FOR CLASS X CERTIFICATES: THIS [CLASS
X-A][CLASS X-D] CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTIONS OF PRINCIPAL.]


[FOR CLASS X-A CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1, CLASS
A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-S AND CLASS A-SB CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY
TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


[FOR CLASS X-D CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS D CERTIFICATES. ACCORDINGLY,
THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


[FOR CLASS X CERTIFICATES: THE NOTIONAL
AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS [X-A][X-D] CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL
PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH
BELOW.]


[FOR SUBORDINATE CERTIFICATES (CLASS A-S,
CLASS B, CLASS C, CLASS D, CLASS E-RR, CLASS F-RR, CLASS G-RR, CLASS H-RR AND CLASS J-RR): THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE
CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]




    	 	A-1-4	 



    


    

 


 


	
    PASS-THROUGH
    RATE: [FOR FIXED 

CLASSES: [____]% per annum] [FOR WAC, 

WAC CAP AND CLASS X 

CERTIFICATES: VARIABLE IN 

ACCORDANCE WITH THE POOLING
    

AND SERVICING AGREEMENT]

    INITIAL [CERTIFICATE
    

BALANCE][NOTIONAL AMOUNT] OF 

THIS CERTIFICATE AS OF THE 

CLOSING DATE: $[             ]

    DATE OF POOLING
    AND SERVICING 

AGREEMENT: AS OF DECEMBER 1, 

2022

    CUT-OFF DATE:
    AS SET FORTH IN THE 

POOLING AND SERVICING 

AGREEMENT (AS DEFINED HEREIN)

    CLOSING DATE:
    DECEMBER 14, 2022

    FIRST DISTRIBUTION
    DATE:

    JANUARY 18, 2022

    APPROXIMATE
    AGGREGATE 

[CERTIFICATE BALANCE][NOTIONAL 

AMOUNT] OF THE CLASS [__] 

CERTIFICATES

    AS OF THE CLOSING DATE:

    $[_________]
	
    MASTER SERVICER:
    MIDLAND LOAN 

SERVICES, A DIVISION OF PNC BANK, 

NATIONAL ASSOCIATION

    SPECIAL SERVICER:
    RIALTO CAPITAL 

ADVISORS, LLC

    TRUSTEE: COMPUTERSHARE
    TRUST 

COMPANY, NATIONAL ASSOCIATION

    CERTIFICATE
    ADMINISTRATOR: 

COMPUTERSHARE TRUST COMPANY, 

NATIONAL ASSOCIATION

    OPERATING ADVISOR:

    PARK BRIDGE LENDER SERVICES LLC

    ASSET REPRESENTATIONS
    REVIEWER: 

PARK BRIDGE LENDER SERVICES LLC

    CUSIP NO.: [            
    ]

    ISIN NO.: [            
    ]

    CERTIFICATE
    NO.: [_] - ______



 




    	 	A-1-5	 



    


    

CLASS [__] CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on
or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof,
the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security
for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest
Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES:
CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [______]] is the registered owner of the interest evidenced by this Certificate in the Class
[__] Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated and effective as of December 1, 2022
(the “Pooling and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC (hereinafter called the
“Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the
Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A
summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial [Certificate Balance][Notional
Amount] of the Class [__] Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through
Certificates, Series 2022-C18 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance




    	 	A-1-6	 



    


    

hereof, agrees to treat, and take no action
inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state
and local income and franchise taxes and other taxes imposed on or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of [FOR PRINCIPAL BALANCE CERTIFICATES (CLASS A-1, A-2, A-3, A-4, A-5, A-SB,
A-S, B, C, D, E-RR, F-RR, G-RR, H-RR AND J-RR): principal and] interest then distributable, if any, allocable to the Class of Certificates
of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
[FOR CLASS A-1, A-2, A-3, A-4, A-5, A-SB, X-A, A-S, B, C, X-D, D AND E-RR CERTIFICATES: Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.] All sums distributable on this
Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment
of public and private debts.


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class [__] Pass-Through Rate specified above on the [Certificate Balance][Notional Amount] of this Certificate
immediately prior to each Distribution Date. [FOR CLASS X CERTIFICATES: Interest][FOR PRINCIPAL BALANCE CERTIFICATES (CLASS A-1, A-2,
A-3, A-4, A-5, A-SB, A-S, B, C, D, E-RR, F-RR, G-RR, H-RR AND J-RR): Principal and interest] allocated to this Certificate on any Distribution
Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the
Pooling and Servicing Agreement.


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth
in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated
pro rata among the outstanding Certificates of such Class.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution
Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement
and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts)
will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and
Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time
to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred
with respect to the servicing of the Mortgage Loans and administration of the Trust.




    	 	A-1-7	 



    


    

All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(j) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate, subject to
applicable law with respect to escheatment of funds. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(j) of the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate for registration of Transfer at the office of the Certificate Registrar or
at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to
the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class [__] Certificates will be issued in minimum denominations of $[FOR CLASS A-1, A-2, A-3, A-4,
A-5, A-SB, A-S, B AND C: 10,000 initial Certificate Balance][FOR CLASS D, E-RR, F-RR, G-RR, H-RR AND J-RR CERTIFICATES: 100,000 initial
Certificate Balance] [FOR CLASS X-D CERTIFICATES: 100,000 initial Notional Amount] [FOR CLASS X-A CERTIFICATES: 1,000,000 initial Notional
Amount], and in integral multiples of $ 1 in excess thereof, with one




    	 	A-1-8	 



    


    

Certificate of each such Class evidencing an
additional amount equal to the remainder of the initial [Certificate Balance][Notional Amount] of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                           to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the
Pooling and Servicing Agreement;


(ii)                        to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made
in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or
the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent with any
other provisions therein or to correct any error;


(iii)                     to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a)
the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall
not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such amendment;


(iv)                    to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain the
qualification of either Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust, either Trust REMIC; provided that the Trustee and the Certificate
Administrator




    	 	A-1-9	 



    


    

have received an Opinion of Counsel (at
the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect
the interests of any Certificateholder or Companion Holder;


(v)                       to
modify, eliminate or add to the provisions of Section 5.03(o) or Section 5.03(p) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such
change shall not, as evidenced by an Opinion of Counsel, cause the Trust, either Trust REMIC or any of the Certificateholders (other than
the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified
Non-U.S. Tax Person;


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other
change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or
any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of
Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its
then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely affect in any material
respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


(viii)       to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the commercial mortgage-backed securities




    	 	A-1-10	 



    


    

industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of either Trust
REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have
delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(ix)                      to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that
such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion
of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates;
and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for
posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website;


(x)                         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply with the
requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or (iv); or


(xi)                      to
modify, eliminate or add to any of its provisions (i) to such extent as will be necessary to comply with the requirements of the Risk
Retention Rules, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk Retention Rules or any other regulations applicable
to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such amendment or
repeal, upon the consent of the Retaining Sponsor, such consent not to be unreasonably withheld, conditioned or delayed.


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights
of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or
otherwise or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase
Obligor or related guarantor or (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s
consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such




    	 	A-1-11	 



    


    

amendment evidencing in the aggregate not less
than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the
Holders of Certificates of such Class; provided, however, that no such amendment shall:


(i)                           reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required to be distributed
on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion
Holder without the consent of such Companion Holder; or


(ii)                        reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the
requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates of such
Class then-outstanding or such Companion Holders, as applicable; or


(iii)                       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;
or


(iv)                         change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary under the Pooling
and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor;
or


(v)                            amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating
Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent of the Subordinate
Companion Holder(s) for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer or the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having first received an
Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement,
that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
or any other specified




    	 	A-1-12	 



    


    

Person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or either Trust REMIC, or cause either Trust REMIC to fail to qualify
as a REMIC under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that
changes any provision specifically required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement,
without in each case the consent of the holder of the related Companion Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of priority,
may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of
any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii)
of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, the Certificate
Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date
of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or the Holders
of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property remaining
in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans subject
to the terms of the Pooling and Servicing Agreement.


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and
Class E-RR Certificates are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class R Certificates )), the Sole Certificateholder shall have the right, with
the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R Certificates together with the payment
or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund
pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James’s, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.




    	 	A-1-13	 



    


    

THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.




    	 	A-1-14	 



    


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.



	 	 
	 	COMPUTERSHARE TRUST
COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing
Agreement
	 	 	 
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY
	 	 	 
	 	 	 
	 	 	 
	 Dated:December 14, 2022	 	



 


CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
[__] CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	 
	 	COMPUTERSHARE TRUST
COMPANY, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY
	 	 	 






    	 	A-1-15	 



    


    

ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:


	TEN COM	  -  	as tenant in common	 	UNIF GIFT MIN ACT	 	 
	TEN ENT	  -	as tenants by the entireties	 	 	 	Custodian	 
	JT TEN	  -	as joint tenants with rights of	 	 	 	(Cust)	 
	 	 	survivorship and not as tenants in	 	Under Uniform Gifts to Minors	 
	 	 	common	 	 	 	 
	 	 	 	 	Act		 
	 	 	 	 	 	(State)	 









Additional abbreviations may also be used
though not in the above list.


FORM OF TRANSFER


FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto


	 
	 
	 
	(Please insert Social Security or other identifying
number of Assignee)
	 
	(Please print or typewrite name and address of
assignee)
	 
	 



the within Certificate and does hereby or irrevocably
constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution
in the premises.







	Dated:                                         	 	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.
	 	 	 
	 	 	 
	SIGNATURE GUARANTEED
	 	 



The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.




    	 	A-1-16	 



    


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


Distributions shall be made,
by wire transfer or otherwise, in immediately available funds to ________________________________________ for the account of __________________________________
account number ___________________ or, if mailed by check, to _______________________________________. Statements should be mailed to
_______________________________________________________________. This information is provided by assignee named above, or ______________________________,
as its agent.




    	 	A-1-17	 



    


    

EXHIBIT A-2



FORM OF CLASS R CERTIFICATE


CLASS R


BBCMS MORTGAGE
TRUST 2022-C18


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C18,
CLASS R


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY
WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT
REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT.


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE
LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED
OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE
HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN




    	 	A-2-1	 



    


    

EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT
IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED
IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO
THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION
§ 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


THIS CERTIFICATE REPRESENTS THE “RESIDUAL
INTERESTS” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2)
AND 860D OF THE CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO
CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF EITHER, AS SET FORTH
IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR, THE CERTIFICATE
ADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED
IN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND
IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY
COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS
GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME
WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE
INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. TAX PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT
DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE
OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
THIS CERTIFICATE REPRESENTS ONE OR MORE “NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c),
AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE
HARBOR UNDER




    	 	A-2-2	 



    


    

WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED,
THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER
TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.




    	 	A-2-3	 



    


    

 


 


	
    PERCENTAGE INTEREST
    EVIDENCED 

BY THIS CERTIFICATE: [100%]

    DATE OF POOLING
    AND SERVICING 

AGREEMENT: AS OF DECEMBER 1, 

2022

    CUT-OFF DATE:
    AS SET FORTH IN THE

 POOLING AND SERVICING

 AGREEMENT (AS DEFINED HEREIN)

    CLOSING DATE:
    DECEMBER 14, 2022

    FIRST DISTRIBUTION
    DATE:

    JANUARY 18, 2022
	
    MASTER SERVICER:
    MIDLAND LOAN

 SERVICES, A DIVISION OF PNC BANK,

 NATIONAL ASSOCIATION

    SPECIAL SERVICER:
    RIALTO CAPITAL

 ADVISORS, LLC

    TRUSTEE: COMPUTERSHARE
    TRUST

 COMPANY, NATIONAL ASSOCIATION

    CERTIFICATE
    ADMINISTRATOR:

 COMPUTERSHARE TRUST COMPANY,

 NATIONAL ASSOCIATION

    OPERATING ADVISOR:

    PARK BRIDGE LENDER SERVICES LLC

    ASSET REPRESENTATIONS
    REVIEWER: 

PARK BRIDGE LENDER SERVICES LLC

    CUSIP NO.: [            
    ]

    ISIN NO.: [            
    ]

    CERTIFICATE
    NO.: R-____



 




    	 	A-2-4	 



    


    

CLASS R CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on
or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof,
the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security
for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest
Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT [____________________]
is the registered owner of the interest evidenced by this Certificate in the Class R Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated and effective as of December 1, 2022 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing
Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the percentage interest specified on the
face hereof. The Certificates are designated as the BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series
2022-C18 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Class R Certificate
represents the “residual interests” in two “real estate mortgage investment conduits”, as those terms are defined,
respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder
of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the 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.




    	 	A-2-5	 



    


    

The Certificate Administrator is hereby designated
as the “partnership representative” (within the meaning of Section 6223 of the Code) of each Trust REMIC. Each holder of this
Certificate, by acceptance hereof, consents to the Certificate Administrator making any elections allowed under the Code (a) to avoid
the application of Section 6221 (or successor provision) to the Trust REMICs and (b) to avoid payment by the Trust REMICs under Section
6225 of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on a Holder of this Certificate.
Each Holder of this Certificate, by acceptance hereof, agrees to any such elections and to reasonably cooperate with the Certificate Administrator
in connection with any such elections the Certificate Administrator determines in its discretion are necessary or advisable.


Pursuant to the terms of
the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator in an amount
equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) thereof and to the
extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution Date to the Person in whose
name this Certificate is registered as of the related Record Date. All sums distributable on this Certificate are payable in the coin
or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution
Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement
and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts)
will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and
Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time
to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred
with respect to the servicing of the Mortgage Loans and administration of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least
five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder
at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard
to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like manner, but only
upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates




    	 	A-2-6	 



    


    

shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as
to which notice has been given pursuant to Section 4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution
with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of
funds. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue
or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section
4.01(j) of the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate for registration of Transfer at the office of the Certificate Registrar or
at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to
the designated transferee or transferees.


Each Person who has or who
acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to
have agreed to be bound by the following provisions. The rights of each Person acquiring any Ownership Interest in a Class R Certificate
are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership Interest in a Class R Certificate
shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar person) (an “Agent”),
a Plan or a Person acting on behalf of or using the assets of a Plan (such Plan or Person, an “ERISA Prohibited Holder”)
or a Disqualified Non-U.S. Tax Person and each Person acquiring any Ownership Interest in a Class R Certificate shall promptly notify
the Certificate Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class R Certificate
shall be registered until the Certificate Registrar receives, (I) an affidavit substantially in the form attached to the Pooling and Servicing
Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee, in form and substance satisfactory
to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not a Disqualified Organization
or Agent thereof or a Disqualified Non-U.S. Tax Person, and that it has reviewed the provisions of Section 5.03(p) of the Pooling and
Servicing Agreement and agrees to be bound by them and (II) a representation letter, substantially in the form attached to the Pooling
and Servicing Agreement as Exhibit F-2 from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar,
representing




    	 	A-2-7	 



    


    

and warranting, among other things, that such
Transferee is not an ERISA Prohibited Holder; (C) notwithstanding the delivery of a Transferee Affidavit by a proposed Transferee under
clause (B) above, if the Certificate Registrar has actual knowledge that the proposed Transferee is a Disqualified Organization or Agent
thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax Person, no Transfer of an Ownership Interest in a Class R Certificate
to such proposed Transferee shall be effected; and (D) each Person holding or acquiring any Ownership Interest in a Class R Certificate
shall agree (1) to require a Transferee Affidavit from any prospective Transferee to whom such Person attempts to transfer its Ownership
Interest in such Class R Certificate and (2) not to transfer its Ownership Interest in such Class R Certificate unless it provides to
the Certificate Registrar a letter substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 certifying
that, among other things, it has no actual knowledge or reason to know that the proposed Transferee’s statements in such Transferee
Affidavit are false.


The Class R Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess thereof.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                           to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the
Pooling and Servicing Agreement;


(ii)                        to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made
in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or
the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent with any
other provisions therein or to correct any error;




    	 	A-2-8	 



    


    

(iii)                     to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a)
the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall
not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such amendment;


(iv)                    to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain the
qualification of either Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust, either Trust REMIC; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


(v)                       to
modify, eliminate or add to the provisions of Section 5.03(o) or Section 5.03(p) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such
change shall not, as evidenced by an Opinion of Counsel, cause the Trust, either Trust REMIC or any of the Certificateholders (other than
the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified
Non-U.S. Tax Person;


(vi)                    to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other
change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or
any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of
Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                 to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its
then-current ratings of any Serviced Companion Loan Securities, if any (provided that




    	 	A-2-9	 



    


    

such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely affect
in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by an Opinion
of Counsel;


(viii)              to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the commercial mortgage-backed securities industry standard for such provisions has changed, in order
to conform to such industry standard, (b) such modification does not adversely affect the status of either Trust REMIC as a REMIC under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(ix)                      to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that
such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion
of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates;
and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for
posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website;


(x)                         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply with the
requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or (iv); or


(xi)                      to
modify, eliminate or add to any of its provisions (i) to such extent as will be necessary to comply with the requirements of the Risk
Retention Rules, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk Retention Rules or any other regulations applicable
to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of




    	 	A-2-10	 



    


    

such amendment or repeal, upon the consent
of the Retaining Sponsor, such consent not to be unreasonably withheld, conditioned or delayed.


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights
of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or
otherwise or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase
Obligor or related guarantor or (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s
consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)                           reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed on a
Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion Holder
without the consent of such Companion Holder; or


(ii)                        reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the
requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates of such
Class then-outstanding or such Companion Holders, as applicable; or


(iii)                     adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;
or


(iv)                    change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary under the Pooling
and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor;
or


(v)                       amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating
Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be




    	 	A-2-11	 



    


    

considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling
and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent of the Subordinate Companion Holder(s)
for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer or the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having first received an
Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement,
that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
or any other specified Person in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust
Fund or either Trust REMIC, or cause either Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes any provision specifically required to be included in the
Pooling and Servicing Agreement by any Designated Intercreditor Agreement, without in each case the consent of the holder of the related
Companion Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of priority,
may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of
any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii)
of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, the Certificate
Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date
of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage
Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans
subject to the terms of the Pooling and Servicing Agreement.


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D
and Class E-RR Certificates are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in
unanimity) of the then-outstanding Certificates (other than the Class R Certificates )), the Sole Certificateholder shall have the
right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R Certificates together with
the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon




    	 	A-2-12	 



    


    

reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust due to a sale
of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created by the Pooling
and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late Ambassador of the United States to the Court of St. James’s, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.




    	 	A-2-13	 



    


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	 
	 	COMPUTERSHARE TRUST
COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing
Agreement
	 	 	 
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY
	 	 	 
	 	 	 
	 	 	 
	 Dated:December 14, 2022	 	



 


CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
R CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	COMPUTERSHARE TRUST
COMPANY, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY
	 	 	 






    	 	A-2-14	 



    


    

ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:


	TEN COM	  -  	as tenant in common	 	UNIF GIFT MIN ACT	 	 
	TEN ENT	  -	as tenants by the entireties	 	 	 	Custodian	 
	JT TEN	  -	as joint tenants with rights of	 	 	 	(Cust)	 
	 	 	survivorship and not as tenants in	 	Under Uniform Gifts to Minors	 
	 	 	common	 	 	 	 
	 	 	 	 	Act		 
	 	 	 	 	 	(State)	 


Additional abbreviations may also be used
though not in the above list.


FORM OF TRANSFER


FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto


	 
	 
	 
	(Please insert Social Security or other identifying
number of Assignee)
	 
	(Please print or typewrite name and address of
assignee)
	 
	 



the within Certificate and does hereby or irrevocably
constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution
in the premises.


	Dated:                                         	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without
    alteration or enlargement or any change whatever. 
	 	 	 
	 	 	 
	SIGNATURE GUARANTEED
	 	 



The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.




    	 	A-2-15	 



    


    

DISTRIBUTION INSTRUCTIONS


The assignee should include the following for
purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the
account of __________________________ account number ____________________________ or, if mailed by check, to _____________________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by assignee
named above, or ______________________________, as its agent.






    	 	A-2-16	 



    


    



EXHIBIT B



MORTGAGE LOAN SCHEDULE


 


 




    	 	Exhibit B-1	 



    


    


BBCMS
Mortgage Trust 2022-C18


MORTGAGE
LOAN SCHEDULE


	Sequence
    #	Seller	Property
    Name	Property
    Address	City	State	Zip
    Code	County	Property
    Type	Total
    SF/Units	Unit
    of Measure	Original
    Balance
	1	AREF	Rialto Industrial	1110 West Merrill
    Avenue	Rialto	CA	92376	San Bernardino	Industrial	1,106,124	SF	68,000,000
	2	SMC	Spartan Retail Portfolio	Various	Various	Various	Various	Various	Retail	844,888	SF	65,500,000
	2.01	SMC	Converse
    Plaza	1200
    East Main Street 	Spartanburg	SC	29307	Spartanburg	Retail	88,050	SF	8,849,468
	2.02	SMC	Oak
    Forest Plaza	2401
    Reidville Road	Spartanburg	SC	29301	Spartanburg	Retail	78,304	SF	6,828,723
	2.03	SMC	Pine
    Belt Plaza	3900
    Two Notch Road	Columbia	SC	29204	Richland	Retail	77,697	SF	6,759,043
	2.04	SMC	Spring
    Valley Commons	9003
    Two Notch Road	Columbia	SC	29223	Richland	Retail	75,415	SF	6,340,957
	2.05	SMC	Shelby
    Plaza	1641
    East Dixon Boulevard	Shelby	NC	28152	Cleveland	Retail	103,200	SF	5,435,106
	2.06	SMC	Westgate
    Plaza	5440
    U.S. 90	Mobile	AL	36619	Mobile	Retail	64,980	SF	5,086,702
	2.07	SMC	Beaumont
    Plaza	630
    Chesnee Highway	Spartanburg	SC	29303	Spartanburg	Retail	59,979	SF	4,947,340
	2.08	SMC	North
    Town Center	100
    North Town Drive	Spartanburg	SC	29303	Spartanburg	Retail	55,787	SF	4,250,532
	2.09	SMC	Fernwood
    Plaza	140
    Fernwood Drive	Spartanburg	SC	29307	Spartanburg	Retail	51,537	SF	4,041,489
	2.10	SMC	Parkmore
    Plaza	6275
    U.S. 90	Milton 	FL	32570	Santa
    Rosa	Retail	68,668	SF	3,971,809
	2.11	SMC	Reidville
    Circle	1735
    John B. White Sr. Boulevard	Spartanburg	SC	29301	Spartanburg	Retail	27,476	SF	3,553,723
	2.12	SMC	Pensacola
    Plaza	4324
    Lillian Highway	Pensacola	FL	32506	Escambia	Retail	56,098	SF	2,299,468
	2.13	SMC	Merchant's
    Plaza	110
    Garner Road	Spartanburg	SC	29303	Spartanburg	Retail	19,697	SF	1,742,021
	2.14	SMC	Cleveland
    Village	1564
    Asheville Highway	Spartanburg	SC	29303	Spartanburg	Retail	18,000	SF	1,393,617
	3	LMF	WRS Retail Portfolio	Various	Various	Various	Various	Various	Retail	549,973	SF	60,000,000
	3.01	LMF	Hudson
    Bridge Crossing	1490-1548
    Hudson Bridge Road	Stockbridge	GA	30281	Henry	Retail	67,050	SF	9,500,000
	3.02	LMF	Shoppes
    at Westgate	1114-1115
    New Pointe Boulevard	Leland	NC	28451	Brunswick	Retail	47,700	SF	6,928,571
	3.03	LMF	Shoppes
    at Richland	3555,
    3553, 35601 Richland Avenue West	Aiken	SC	29801	Aiken	Retail	53,100	SF	6,107,143
	3.04	LMF	Shoppes
    at White Knoll	1788,
    1792 South Lake Drive	Lexington	SC	29073	Lexington	Retail	40,100	SF	5,464,286
	3.05	LMF	Chamblee
    Village	1841,
    1851, 1881 and 1891 Chamblee Tucker Road	Atlanta	GA	30341	DeKalb	Retail	38,993	SF	5,035,714
	3.06	LMF	Shoppes
    at Sanford	3252
    NC Highway 87 North	Sanford	NC	27330	Lee	Retail	50,300	SF	4,821,429
	3.07	LMF	Grandview
    Station	2845
    Sugar Hill Road	Marion	NC	28752	McDowell	Retail	41,100	SF	4,785,714
	3.08	LMF	Glenn
    View Station	1517,
    1533, 1541 Glenn School Road	Durham	NC	27704	Durham	Retail	56,830	SF	4,642,857
	3.09	LMF	Shoppes
    at Raeford	1900-3010
    Club Pond Road	Raeford	NC	28376	Hoke	Retail	47,550	SF	3,714,286
	3.10	LMF	Shoppes
    at Oxford	1011
    Lewis Street	Oxford	NC	27565	Granville	Retail	39,550	SF	3,642,857
	3.11	LMF	Shoppes
    at Goldsboro	2912-2924
    US Highway 70 West	Goldsboro	NC	27530	Wayne	Retail	41,000	SF	3,142,857
	3.12	LMF	Village
    at Red Bridge	11652-11634
    Red Bridge Boulevard	Locust	NC	28097	Stanly	Retail	26,700	SF	2,214,286
	4	LMF	Hilton Columbus at
    Easton Town Center	3900 Chagrin Drive	Columbus	OH	43219	Franklin	Hospitality	345	Rooms	49,000,000
	5	Barclays	Liberty Park at Tysons	801 Follin Lane Southeast	Vienna	VA	22180	Fairfax	Mixed Use	225,038	SF	45,000,000
	6	BMO	Greenwich Office Portfolio	1 Lafayette Place
    and 1 East Putnam Avenue	Greenwich	CT	06830	Fairfield	Office	90,268	SF	42,900,000
	7	UBS AG	Phoenix Industrial
    Portfolio IX	Various	Various	Various	Various	Various	Industrial	3,760,303	SF	38,000,000
	7.01	UBS
    AG	Memphis,
    TN	3456
    Meyers Road	Memphis	TN	38108	Shelby	Industrial	1,374,972	SF	14,313,333
	7.02	UBS
    AG	Wetumpka,
    AL	3145
    Elmore Road	Wetumpka	AL	36092	Elmore	Industrial	735,231	SF	11,906,667
	7.03	UBS
    AG	Rockford,
    IL	4650
    Shepherd Trail	Rockford	IL	61103	Winnebago	Industrial	517,574	SF	6,080,000
	7.04	UBS
    AG	Iowa
    City, IA	2500
    Highway 6 East	Iowa
    City	IA	52240	Johnson	Industrial	341,491	SF	3,876,000
	7.05	UBS
    AG	Versailles,
    KY	900
    - 1000 Tyrone Pike	Versailles	KY	40383	Woodford	Industrial	791,035	SF	1,824,000
	8	Barclays	70 Hudson Street	70 Hudson Street	Jersey City	NJ	07302	Hudson	Office	431,281	SF	36,000,000
	9	KeyBank 	Green Valley Corporate
    Center South	2475, 2485 and 2495
    Village View Drive	Henderson	NV	89074	Clark	Office	163,356	SF	29,425,000
	10	SMC	50 Dey Street	50 Dey Street	Jersey City	NJ	07306	Hudson	Industrial	363,500	SF	27,400,000
	11	Barclays	Vancouver Pointe	4555 Northeast 66th
    Avenue	Vancouver	WA	98661	Clark	Multifamily	128	Units	26,400,000
	12	BSPRT	Hamilton Portfolio	Various	Chattanooga	TN	37421	Hamilton	Retail	473,274	SF	25,000,000
	12.01	BSPRT	The
    Shoppes at Hamilton Place	2040
    Hamilton Place Boulevard	Chattanooga	TN	37421	Hamilton	Retail	148,816	SF	7,316,514
	12.02	BSPRT	The
    Terrace	2220
    Hamilton Place Boulevard	Chattanooga	TN	37421	Hamilton	Retail	158,186	SF	6,788,991
	12.03	BSPRT	Hamilton
    Corner	2115
    Gunbarrel Road	Chattanooga	TN	37421	Hamilton	Retail	67,311	SF	6,399,083
	12.04	BSPRT	Hamilton
    Crossing	2200
    Hamilton Place Boulevard	Chattanooga	TN	37421	Hamilton	Retail	98,961	SF	4,495,413
	13	SGFC	Fleet Farm Portfolio	Various	Various	Various	Various	Various	Retail	273,635	SF	24,960,000
	13.01	SGFC	Fleet
    Farm Menomonie	2003
    US Highway 12 West 	Menomonie	WI	54751	Dunn	Retail	117,114	SF	13,582,050
	13.02	SGFC	Fleet
    Farm Cambridge	2321
    and 2324 3rd Avenue Northeast	Cambridge	MN 	55008	Isanti	Retail	156,521	SF	11,377,950
	14	AREF	HERE Campus	23332, 23382 and
    23422 Mill Creek Drive	Laguna Hills	CA	92653	Orange	Office	162,241	SF	24,800,000
	15	Barclays	The Showboat Hotel	801 Boardwalk	Atlantic City	NJ	08401	Atlantic	Hospitality	475	Rooms	24,750,000
	16	UBS AG	Wyndham National Hotel
    Portfolio	Various	Various	Various	Various	Various	Hospitality	3,729	Rooms	25,000,000
	16.01	UBS
    AG	Travelodge
    - 2307 Wyoming Avenue	2307
    Wyoming Avenue	Gillette	WY	82718	Campbell	Hospitality	154	Rooms	1,883,413
	16.02	UBS
    AG	Travelodge
    - 2111 Camino Del Llano	2111
    Camino Del Llano	Belen	NM	87002	Valencia	Hospitality	158	Rooms	1,529,878
	16.03	UBS
    AG	Travelodge
    - 1170 W Flaming Gorge Way	1170
    West Flaming Gorge Way	Green
    River	WY	82935	Sweetwater	Hospitality	192	Rooms	1,460,725



 






    	 	1	 



     


    

BBCMS
Mortgage Trust 2022-C18


MORTGAGE
LOAN SCHEDULE


	Sequence
    #	Seller	Property
    Name	Property
    Address	City	State	Zip
    Code	County	Property
    Type	Total
    SF/Units	Unit
    of Measure	Original
    Balance
	16.04	UBS
    AG	Baymont
    Inn & Suites - 1731 South Sunridge Drive	1731
    South Sunridge Drive	Yuma	AZ	85365	Yuma	Hospitality	119	Rooms	1,311,405
	16.05	UBS
    AG	Baymont
    Inn & Suites - 451 Halligan Drive	451
    Halligan Drive	North
    Platte	NE	69101	Lincoln	Hospitality	135	Rooms	997,499
	16.06	UBS
    AG	Baymont
    Inn & Suites - 1608 E Business US 60	1608
    West Business Highway 60	Dexter	MO	63841	Stoddard	Hospitality	133	Rooms	931,432
	16.07	UBS
    AG	Travelodge
    - 1127 Pony Express Highway	1127
    Pony Express Highway	Marysville	KS	66508	Marshall	Hospitality	139	Rooms	925,720
	16.08	UBS
    AG	Baymont
    Inn & Suites - 1130B B East 16th Street	1130B
    East 16th Street	Wellington	KS	67152	Sumner	Hospitality	110	Rooms	869,825
	16.09	UBS
    AG	Travelodge
    - 2680 Airport Road	2680
    Airport Road	Santa
    Teresa	NM	88008	Dona
    Ana	Hospitality	56	Rooms	847,138
	16.10	UBS
    AG	Super
    8 - 720 Royal Parkway	720
    Royal Parkway	Nashville	TN	37214	Davidson	Hospitality	103	Rooms	804,680
	16.11	UBS
    AG	Baymont
    Inn & Suites - 1051 North Market Street	1051
    North Market Street	Hearne	TX	77859	Robertson	Hospitality	140	Rooms	790,824
	16.12	UBS
    AG	Baymont
    Inn & Suites - 2700 North Diers Parkway	2700
    North Diers Parkway	Fremont	NE	68025	Dodge	Hospitality	100	Rooms	737,867
	16.13	UBS
    AG	Baymont
    Inn & Suites - 95 Spruce Road	95
    Spruce Road	Elko	NV	89801	Elko	Hospitality	119	Rooms	723,827
	16.14	UBS
    AG	Super
    8 - 2545 Cornhusker Highway	2545
    Cornhusker Highway	Lincoln	NE	68521	Lancaster	Hospitality	132	Rooms	712,388
	16.15	UBS
    AG	Travelodge
    - 1110 SE 4th Street	1110
    Southeast 4th Street	Hermiston	OR	97838	Umatilla	Hospitality	86	Rooms	701,863
	16.16	UBS
    AG	Baymont
    Inn & Suites - 2300 Valley West Court	2300
    Valley West Court	Clinton	IA	52732	Clinton	Hospitality	123	Rooms	626,794
	16.17	UBS
    AG	Travelodge
    - 800 W Laramie Street	800
    West Laramie Street	Guernsey	WY	82214	Platte	Hospitality	95	Rooms	623,680
	16.18	UBS
    AG	Travelodge
    - 22 North Frontage Road	22
    North Frontage Road	Pecos	TX	79772	Reeves	Hospitality	61	Rooms	618,197
	16.19	UBS
    AG	Travelodge
    - 123 Westvaco Road	123
    Westvaco Road	Low
    Moor	VA	24457	Alleghany	Hospitality	30	Rooms	582,209
	16.20	UBS
    AG	Baymont
    Inn & Suites - 2006 North Merrill Avenue	2006
    North Merrill Avenue	Glendive	MT	59330	Dawson	Hospitality	74	Rooms	566,907
	16.21	UBS
    AG	Travelodge
    - 1710 Jefferson Street	1710
    Jefferson Street	Jefferson
    City	MO	65109	Cole	Hospitality	77	Rooms	518,254
	16.22	UBS
    AG	Travelodge
    - 1625 Stillwater Avenue	1625
    Stillwater Avenue	Cheyenne	WY	82009	Laramie	Hospitality	60	Rooms	517,987
	16.23	UBS
    AG	Travelodge
    - 8233 Airline Highway	8233
    Airline Highway	Livonia	LA	70755	Pointe
    Coupee	Hospitality	60	Rooms	509,172
	16.24	UBS
    AG	Baymont
    Inn & Suites - 6390 US-93	6390
    US-93	Whitefish	MT	59937	Flathead	Hospitality	64	Rooms	472,110
	16.25	UBS
    AG	Travelodge
    - 707 East Webster Street	707
    East Webster Street	Morrill	NE	69358	Scotts
    Bluff	Hospitality	97	Rooms	437,800
	16.26	UBS
    AG	Travelodge
    - 777 West Hwy 21	777
    West Highway 21	Milford	UT	84751	Beaver	Hospitality	75	Rooms	416,845
	16.27	UBS
    AG	Travelodge
    - 3522 North Highway 59	3522
    North Highway 59	Douglas	WY	82633	Converse	Hospitality	112	Rooms	402,063
	16.28	UBS
    AG	Travelodge
    - 108 6th Avenue	108
    6th Avenue	Edgemont	SD	57735	Fall
    River	Hospitality	55	Rooms	381,832
	16.29	UBS
    AG	Travelodge
    - 2200 E South Avenue	2200
    East South Avenue	McAlester	OK	74501	Pittsburg	Hospitality	61	Rooms	369,080
	16.30	UBS
    AG	Travelodge
    - 128 South Willow Road	128
    South Willow Road	Missouri
    Valley	IA	51555	Harrison	Hospitality	41	Rooms	312,155
	16.31	UBS
    AG	Travelodge
    - 1005 Highway 285	1005
    Highway 285	Vaughn	NM	88353	Guadalupe	Hospitality	60	Rooms	311,490
	16.32	UBS
    AG	Days
    Inn - 3431 14th Avenue	3431
    14th Avenue	Fargo	ND	58103	Cass	Hospitality	74	Rooms	265,537
	16.33	UBS
    AG	Travelodge
    - 2505 US 69	2505
    US 69	Fort
    Scott	KS	66701	Bourbon	Hospitality	70	Rooms	228,318
	16.34	UBS
    AG	Baymont
    Inn & Suites - 3475 Union Road	3475
    Union Road	Buffalo	NY	14225	Erie	Hospitality	56	Rooms	220,384
	16.35	UBS
    AG	Travelodge
    - 1706 North Park Drive	1706
    North Park Drive	Winslow	AZ	86047	Navajo	Hospitality	72	Rooms	212,285
	16.36	UBS
    AG	Baymont
    Inn & Suites - 2005 East Daley Street	2005
    Daley Street	Rawlins	WY	82301	Carbon	Hospitality	62	Rooms	203,906
	16.37	UBS
    AG	Travelodge
    - 1177 E 16th Street	1177
    East 16th Street	Wellington	KS	67152	Sumner	Hospitality	80	Rooms	187,433
	16.38	UBS
    AG	Baymont
    Inn & Suites - 35450 Yermo Road	35450
    Yermo Road	Yermo	CA	92398	San
    Bernardino	Hospitality	65	Rooms	182,862
	16.39	UBS
    AG	Travelodge
    - 2407 East Holland Avenue	2407
    East Holland Avenue	Alpine	TX	79830	Brewster	Hospitality	40	Rooms	151,587
	16.40	UBS
    AG	Travelodge
    - 620 Souder Road	620
    Souder Road	Brunswick	MD	21712	Frederick	Hospitality	25	Rooms	137,931
	16.41	UBS
    AG	Baymont
    Inn & Suites - 100 15th Street Southeast	100
    15th Street Southeast	Glenwood	MN	56334	Pope	Hospitality	56	Rooms	103,813
	16.42	UBS
    AG	Travelodge
    - 109 East Commerce Street	109
    East Commerce Street	Sharon
    Springs	KS	67758	Wallace	Hospitality	50	Rooms	86,207
	16.43	UBS
    AG	Travelodge
    - 4000 Siskiyou Avenue	4000
    Siskiyou Avenue	Dunsmuir	CA	96025	Siskiyou	Hospitality	21	Rooms	68,966
	16.44	UBS
    AG	Travelodge
    - 98 Moffat Avenue	98
    Moffat Avenue	Yampa	CO	80483	Routt	Hospitality	37	Rooms	55,711
	17	UBS AG	469 7th Avenue	469 7th Avenue	New York	NY	10018	New York	Office	269,233	SF	19,000,000
	18	LMF	Courtyard by Marriott
    Columbus Easton	3900 Morse Crossing	Columbus	OH	43219	Franklin	Hospitality	126	Rooms	17,500,000
	19	AREF	Woodlands Officentre	31440 Northwestern
    Highway	Farmington Hills	MI	48334	Oakland	Office	233,164	SF	15,300,000
	20	BSPRT	Sheraton Metairie	Four Galleria Boulevard	Metairie	LA	70001	Jefferson	Hospitality	181	Rooms	13,100,000
	21	KeyBank 	Webster Plaza	980 Ridge Road	Webster	NY	14580	Monroe	Retail	154,991	SF	11,576,200
	22	Barclays	Autokiniton Industrial
    Portfolio	Various	Various	Various	Various	Various	Industrial	1,443,573	SF	11,000,000
	22.01	Barclays	Autokiniton
    Industrial - Elkton	81
    Drettmann Drive	Elkton	MI	48731	Huron	Industrial	1,027,033	SF	7,240,713
	22.02	Barclays	Autokiniton
    Industrial - Bardstown	850
    Withrow Court	Bardstown	KY	40004	Nelson	Industrial	416,540	SF	3,759,287
	23	KeyBank 	Mini U Storage - Brick	1979 Hooper Avenue	Brick	NJ	08723	Ocean	Self Storage	87,133	SF	10,755,000
	24	BMO	Saks Fulfillment Center	250 Highland Park
    Boulevard	Wilkes Barre	PA	18702	Luzerne	Industrial	822,771	SF	10,000,000
	25	Barclays	Pompano Beach Fishing
    Village	270 North Pompano
    Beach Boulevard	Pompano Beach	FL	33062	Broward	Other	97,392	SF	10,000,000
	26	AREF	Crossgates Commons	161 Washington Avenue
    Extension	Albany	NY	12205	Albany	Retail	438,814	SF	10,000,000
	27	AREF	Comfort Inn Wilmington	151 South College
    Road	Wilmington	NC	28403	New Hanover	Hospitality	146	Rooms	9,100,000
	28	Barclays	Casa De Palmas	101 North Main Street	McAllen	TX	78501	Hidalgo	Hospitality	165	Rooms	8,775,000
	29	AREF	Wynwood Retail	2507-2531 Northwest
    2nd Avenue	Miami	FL	33127	Miami-Dade	Retail	8,504	SF	8,600,000
	30	BSPRT	Gateway Promenade	7925 Indianapolis
    Boulevard	Hammond 	IN	46324	Lake	Retail	88,566	SF	8,000,000
	31	BMO	Park West Village	784, 788 and 792
    Columbus Avenue	New York	NY	10025	New York	Multifamily	850	Units	7,500,000
	32	BSPRT	Courtyard Binghamton	3801 Vestal Parkway
    East	Vestal	NY	13850	Broome	Hospitality	78	Rooms	6,550,000
	33	Barclays	Highland Street Industrial
    Center	7307 & 7311 Highland
    Street and 7309 Steel Mill Drive	Springfield	VA	22150	Fairfax	Industrial	48,300	SF	6,540,000
	34	UBS AG	Delmont Village	5151, 5175, 5179
    and 5195 Plank Road	Baton Rouge	LA	70805	East Baton Rouge	Retail	129,127	SF	4,500,000
	35	KeyBank 	Mini U Storage - Landover
    Hills	3800 64th Avenue	Landover Hills	MD	20784	Prince Georges	Self Storage	70,349	SF	4,450,000
	36	Barclays	Extra Closet Storage
    - Clearwater & St. Pete	Various	Various	FL	Various	Pinellas	Self Storage	29,660	SF	3,450,000
	36.01	Barclays	Extra
    Closet Storage St. Pete	2401
    Anvil Street North	St.
    Petersburg	FL	33710	Pinellas	Self
    Storage	17,374	SF	2,075,000
	36.02	Barclays	Extra
    Closet Storage Clearwater	2080
    Palmetto Street	Clearwater	FL	33765	Pinellas	Self
    Storage	12,286	SF	1,375,000
	37	Barclays	3921 Sunset Boulevard	3921 West Sunset
    Boulevard	Los Angeles	CA	90029	Los Angeles	Mixed Use	6,626	SF	2,600,000



 






    	 	2	 



     


    

BBCMS
Mortgage Trust 2022-C18


MORTGAGE
LOAN SCHEDULE


	Sequence
    #	Seller	Property
    Name	Current
    Balance	Amortization
    Type	Monthly
    Debt Service	Accrual
    Type	Interest
    Rate (%)	Admin.
    Fee	Net
    Mortgage Interest Rate	Payment
    Date	Maturity/ARD
    Date
	1	AREF	Rialto
    Industrial	68,000,000.00	Interest
    Only	437,222.69	Actual/360	7.61000%	0.01474%	7.59526%	6	12/6/2032
	2	SMC	Spartan
    Retail Portfolio	65,500,000.00	Interest
    Only, Amortizing Balloon	354,738.60	Actual/360	6.41000%	0.01474%	6.39526%	6	11/6/2032
	2.01	SMC	Converse
    Plaza	8,849,468.09	 	 	 	 	 	 	 	 
	2.02	SMC	Oak
    Forest Plaza	6,828,723.40	 	 	 	 	 	 	 	 
	2.03	SMC	Pine
    Belt Plaza	6,759,042.55	 	 	 	 	 	 	 	 
	2.04	SMC	Spring
    Valley Commons	6,340,957.45	 	 	 	 	 	 	 	 
	2.05	SMC	Shelby
    Plaza	5,435,106.38	 	 	 	 	 	 	 	 
	2.06	SMC	Westgate
    Plaza	5,086,702.13	 	 	 	 	 	 	 	 
	2.07	SMC	Beaumont
    Plaza	4,947,340.43	 	 	 	 	 	 	 	 
	2.08	SMC	North
    Town Center	4,250,531.91	 	 	 	 	 	 	 	 
	2.09	SMC	Fernwood
    Plaza	4,041,489.36	 	 	 	 	 	 	 	 
	2.10	SMC	Parkmore
    Plaza	3,971,808.51	 	 	 	 	 	 	 	 
	2.11	SMC	Reidville
    Circle	3,553,723.40	 	 	 	 	 	 	 	 
	2.12	SMC	Pensacola
    Plaza	2,299,468.09	 	 	 	 	 	 	 	 
	2.13	SMC	Merchant's
    Plaza	1,742,021.28	 	 	 	 	 	 	 	 
	2.14	SMC	Cleveland
    Village	1,393,617.02	 	 	 	 	 	 	 	 
	3	LMF	WRS
    Retail Portfolio	60,000,000.00	Interest
    Only, Amortizing Balloon	348,777.78	Actual/360	6.88000%	0.01474%	6.86526%	6	11/6/2032
	3.01	LMF	Hudson
    Bridge Crossing	9,500,000.00	 	 	 	 	 	 	 	 
	3.02	LMF	Shoppes
    at Westgate	6,928,571.43	 	 	 	 	 	 	 	 
	3.03	LMF	Shoppes
    at Richland	6,107,142.86	 	 	 	 	 	 	 	 
	3.04	LMF	Shoppes
    at White Knoll	5,464,285.71	 	 	 	 	 	 	 	 
	3.05	LMF	Chamblee
    Village	5,035,714.29	 	 	 	 	 	 	 	 
	3.06	LMF	Shoppes
    at Sanford	4,821,428.57	 	 	 	 	 	 	 	 
	3.07	LMF	Grandview
    Station	4,785,714.29	 	 	 	 	 	 	 	 
	3.08	LMF	Glenn
    View Station	4,642,857.14	 	 	 	 	 	 	 	 
	3.09	LMF	Shoppes
    at Raeford	3,714,285.71	 	 	 	 	 	 	 	 
	3.10	LMF	Shoppes
    at Oxford	3,642,857.14	 	 	 	 	 	 	 	 
	3.11	LMF	Shoppes
    at Goldsboro	3,142,857.14	 	 	 	 	 	 	 	 
	3.12	LMF	Village
    at Red Bridge	2,214,285.71	 	 	 	 	 	 	 	 
	4	LMF	Hilton
    Columbus at Easton Town Center	49,000,000.00	Interest
    Only	262,478.94	Actual/360	6.34000%	0.01474%	6.32526%	6	11/6/2032
	5	Barclays	Liberty
    Park at Tysons	45,000,000.00	Interest
    Only	198,088.54	Actual/360	5.21000%	0.01474%	5.19526%	6	11/6/2032
	6	BMO	Greenwich
    Office Portfolio	42,900,000.00	Interest
    Only	217,116.70	Actual/360	5.99000%	0.01474%	5.97526%	6	11/6/2032
	7	UBS
    AG	Phoenix
    Industrial Portfolio IX	38,000,000.00	Interest
    Only	196,395.35	Actual/360	6.11700%	0.01474%	6.10226%	6	10/6/2032
	7.01	UBS
    AG	Memphis,
    TN	14,313,333.33	 	 	 	 	 	 	 	 
	7.02	UBS
    AG	Wetumpka,
    AL	11,906,666.67	 	 	 	 	 	 	 	 
	7.03	UBS
    AG	Rockford,
    IL	6,080,000.00	 	 	 	 	 	 	 	 
	7.04	UBS
    AG	Iowa
    City, IA	3,876,000.00	 	 	 	 	 	 	 	 
	7.05	UBS
    AG	Versailles,
    KY	1,824,000.00	 	 	 	 	 	 	 	 
	8	Barclays	70
    Hudson Street	36,000,000.00	Interest
    Only	97,090.00	Actual/360	3.19200%	0.01474%	3.17726%	8	3/8/2027
	9	KeyBank 	Green
    Valley Corporate Center South	29,425,000.00	Interest
    Only	142,953.05	Actual/360	5.75000%	0.02349%	5.72651%	1	10/1/2032
	10	SMC	50
    Dey Street	27,400,000.00	Interest
    Only	134,041.18	Actual/360	5.79000%	0.01474%	5.77526%	6	11/6/2027
	11	Barclays	Vancouver
    Pointe	26,400,000.00	Interest
    Only	146,993.61	Actual/360	6.59000%	0.01474%	6.57526%	6	10/6/2032
	12	BSPRT	Hamilton
    Portfolio	25,000,000.00	Interest
    Only, Amortizing Balloon	121,875.00	30/360	5.85000%	0.01474%	5.83526%	6	6/6/2032
	12.01	BSPRT	The
    Shoppes at Hamilton Place	7,316,513.85	 	 	 	 	 	 	 	 
	12.02	BSPRT	The
    Terrace	6,788,990.77	 	 	 	 	 	 	 	 
	12.03	BSPRT	Hamilton
    Corner	6,399,082.69	 	 	 	 	 	 	 	 
	12.04	BSPRT	Hamilton
    Crossing	4,495,412.69	 	 	 	 	 	 	 	 
	13	SGFC	Fleet
    Farm Portfolio	24,960,000.00	Interest
    Only	112,931.00	Actual/360	5.35500%	0.01474%	5.34026%	1	6/1/2032
	13.01	SGFC	Fleet
    Farm Menomonie	13,582,050.00	 	 	 	 	 	 	 	 
	13.02	SGFC	Fleet
    Farm Cambridge	11,377,950.00	 	 	 	 	 	 	 	 
	14	AREF	HERE
    Campus	24,800,000.00	Interest
    Only	124,255.46	Actual/360	5.93000%	0.01474%	5.91526%	6	11/6/2029
	15	Barclays	The
    Showboat Hotel	24,732,689.59	Amortizing
    Balloon	178,082.29	Actual/360	7.79500%	0.01474%	7.78026%	6	11/6/2032
	16	UBS
    AG	Wyndham
    National Hotel Portfolio	23,074,228.08	Amortizing
    Balloon	152,294.08	Actual/360	4.85000%	0.01474%	4.83526%	6	12/6/2029
	16.01	UBS
    AG	Travelodge
    - 2307 Wyoming Avenue	1,738,332.05	 	 	 	 	 	 	 	 
	16.02	UBS
    AG	Travelodge
    - 2111 Camino Del Llano	1,412,030.47	 	 	 	 	 	 	 	 
	16.03	UBS
    AG	Travelodge
    - 1170 W Flaming Gorge Way	1,348,203.61	 	 	 	 	 	 	 	 



 






    	 	3	 



     


    

BBCMS
Mortgage Trust 2022-C18


MORTGAGE
LOAN SCHEDULE



	Sequence
    #	Seller	Property
    Name	Current
    Balance	Amortization
    Type	Monthly
    Debt Service	Accrual
    Type	Interest
    Rate (%)	Admin.
    Fee	Net
    Mortgage Interest Rate	Payment
    Date	Maturity/ARD
    Date
	16.04	UBS
    AG	Baymont
    Inn & Suites - 1731 South Sunridge Drive	1,210,386.39	 	 	 	 	 	 	 	 
	16.05	UBS
    AG	Baymont
    Inn & Suites - 451 Halligan Drive	920,660.43	 	 	 	 	 	 	 	 
	16.06	UBS
    AG	Baymont
    Inn & Suites - 1608 E Business US 60	859,682.89	 	 	 	 	 	 	 	 
	16.07	UBS
    AG	Travelodge
    - 1127 Pony Express Highway	854,410.90	 	 	 	 	 	 	 	 
	16.08	UBS
    AG	Baymont
    Inn & Suites - 1130B B East 16th Street	802,821.53	 	 	 	 	 	 	 	 
	16.09	UBS
    AG	Travelodge
    - 2680 Airport Road	781,882.08	 	 	 	 	 	 	 	 
	16.10	UBS
    AG	Super
    8 - 720 Royal Parkway	742,695.23	 	 	 	 	 	 	 	 
	16.11	UBS
    AG	Baymont
    Inn & Suites - 1051 North Market Street	729,905.83	 	 	 	 	 	 	 	 
	16.12	UBS
    AG	Baymont
    Inn & Suites - 2700 North Diers Parkway	681,028.38	 	 	 	 	 	 	 	 
	16.13	UBS
    AG	Baymont
    Inn & Suites - 95 Spruce Road	668,070.42	 	 	 	 	 	 	 	 
	16.14	UBS
    AG	Super
    8 - 2545 Cornhusker Highway	657,512.51	 	 	 	 	 	 	 	 
	16.15	UBS
    AG	Travelodge
    - 1110 SE 4th Street	647,798.31	 	 	 	 	 	 	 	 
	16.16	UBS
    AG	Baymont
    Inn & Suites - 2300 Valley West Court	578,511.60	 	 	 	 	 	 	 	 
	16.17	UBS
    AG	Travelodge
    - 800 W Laramie Street	575,637.30	 	 	 	 	 	 	 	 
	16.18	UBS
    AG	Travelodge
    - 22 North Frontage Road	570,577.20	 	 	 	 	 	 	 	 
	16.19	UBS
    AG	Travelodge
    - 123 Westvaco Road	537,361.04	 	 	 	 	 	 	 	 
	16.20	UBS
    AG	Baymont
    Inn & Suites - 2006 North Merrill Avenue	523,237.24	 	 	 	 	 	 	 	 
	16.21	UBS
    AG	Travelodge
    - 1710 Jefferson Street	478,332.31	 	 	 	 	 	 	 	 
	16.22	UBS
    AG	Travelodge
    - 1625 Stillwater Avenue	478,085.91	 	 	 	 	 	 	 	 
	16.23	UBS
    AG	Travelodge
    - 8233 Airline Highway	469,950.29	 	 	 	 	 	 	 	 
	16.24	UBS
    AG	Baymont
    Inn & Suites - 6390 US-93	435,742.97	 	 	 	 	 	 	 	 
	16.25	UBS
    AG	Travelodge
    - 707 East Webster Street	404,075.91	 	 	 	 	 	 	 	 
	16.26	UBS
    AG	Travelodge
    - 777 West Hwy 21	384,735.12	 	 	 	 	 	 	 	 
	16.27	UBS
    AG	Travelodge
    - 3522 North Highway 59	371,091.98	 	 	 	 	 	 	 	 
	16.28	UBS
    AG	Travelodge
    - 108 6th Avenue	352,419.14	 	 	 	 	 	 	 	 
	16.29	UBS
    AG	Travelodge
    - 2200 E South Avenue	340,649.02	 	 	 	 	 	 	 	 
	16.30	UBS
    AG	Travelodge
    - 128 South Willow Road	288,109.13	 	 	 	 	 	 	 	 
	16.31	UBS
    AG	Travelodge
    - 1005 Highway 285	287,496.02	 	 	 	 	 	 	 	 
	16.32	UBS
    AG	Days
    Inn - 3431 14th Avenue	245,082.68	 	 	 	 	 	 	 	 
	16.33	UBS
    AG	Travelodge
    - 2505 US 69	210,730.48	 	 	 	 	 	 	 	 
	16.34	UBS
    AG	Baymont
    Inn & Suites - 3475 Union Road	203,407.91	 	 	 	 	 	 	 	 
	16.35	UBS
    AG	Travelodge
    - 1706 North Park Drive	195,932.22	 	 	 	 	 	 	 	 
	16.36	UBS
    AG	Baymont
    Inn & Suites - 2005 East Daley Street	188,199.15	 	 	 	 	 	 	 	 
	16.37	UBS
    AG	Travelodge
    - 1177 E 16th Street	172,994.69	 	 	 	 	 	 	 	 
	16.38	UBS
    AG	Baymont
    Inn & Suites - 35450 Yermo Road	168,776.37	 	 	 	 	 	 	 	 
	16.39	UBS
    AG	Travelodge
    - 2407 East Holland Avenue	139,909.95	 	 	 	 	 	 	 	 
	16.40	UBS
    AG	Travelodge
    - 620 Souder Road	127,306.09	 	 	 	 	 	 	 	 
	16.41	UBS
    AG	Baymont
    Inn & Suites - 100 15th Street Southeast	95,816.57	 	 	 	 	 	 	 	 
	16.42	UBS
    AG	Travelodge
    - 109 East Commerce Street	79,566.30	 	 	 	 	 	 	 	 
	16.43	UBS
    AG	Travelodge
    - 4000 Siskiyou Avenue	63,653.04	 	 	 	 	 	 	 	 
	16.44	UBS
    AG	Travelodge
    - 98 Moffat Avenue	51,419.42	 	 	 	 	 	 	 	 
	17	UBS
    AG	469
    7th Avenue	19,000,000.00	Interest
    Only	96,801.04	Actual/360	6.03000%	0.01474%	6.01526%	6	9/6/2032
	18	LMF	Courtyard
    by Marriott Columbus Easton	17,500,000.00	Interest
    Only	99,656.83	Actual/360	6.74000%	0.01474%	6.72526%	6	11/6/2032
	19	AREF	Woodlands
    Officentre	15,287,969.31	Amortizing
    Balloon	103,958.19	Actual/360	7.21000%	0.05349%	7.15651%	6	11/6/2032
	20	BSPRT	Sheraton
    Metairie	12,930,972.33	Amortizing
    Balloon	77,193.13	Actual/360	5.08000%	0.01474%	5.06526%	6	4/6/2032
	21	KeyBank 	Webster
    Plaza	11,567,097.41	Amortizing
    Balloon	78,656.26	Actual/360	7.21000%	0.02349%	7.18651%	1	11/1/2032
	22	Barclays	Autokiniton
    Industrial Portfolio	11,000,000.00	Interest
    Only	51,395.72	Actual/360	5.53000%	0.03474%	5.49526%	6	8/6/2032
	22.01	Barclays	Autokiniton
    Industrial - Elkton	7,240,713.24	 	 	 	 	 	 	 	 
	22.02	Barclays	Autokiniton
    Industrial - Bardstown	3,759,286.76	 	 	 	 	 	 	 	 
	23	KeyBank 	Mini
    U Storage - Brick	10,755,000.00	Interest
    Only	62,881.90	Actual/360	6.92000%	0.02349%	6.89651%	1	12/1/2032
	24	BMO	Saks
    Fulfillment Center	10,000,000.00	Interest
    Only	52,130.79	Actual/360	6.17000%	0.01474%	6.15526%	6	8/6/2032
	25	Barclays	Pompano
    Beach Fishing Village	10,000,000.00	Interest
    Only	54,995.02	Actual/360	6.50900%	0.01474%	6.49426%	6	11/6/2032
	26	AREF	Crossgates
    Commons	9,929,120.78	Amortizing
    Balloon	60,386.18	Actual/360	5.75000%	0.01474%	5.73526%	6	6/6/2032
	27	AREF	Comfort
    Inn Wilmington	9,086,035.16	Amortizing
    Balloon	59,082.93	Actual/360	6.76000%	0.01474%	6.74526%	6	10/6/2032
	28	Barclays	Casa
    De Palmas	8,751,774.22	Amortizing
    Balloon	54,429.31	Actual/360	6.32000%	0.01474%	6.30526%	6	9/6/2032
	29	AREF	Wynwood
    Retail	8,600,000.00	Interest
    Only	43,524.56	Actual/360	5.99000%	0.01474%	5.97526%	6	10/6/2032
	30	BSPRT	Gateway
    Promenade	8,000,000.00	Interest
    Only	41,157.13	Actual/360	6.08900%	0.01474%	6.07426%	6	11/6/2032
	31	BMO	Park
    West Village	7,500,000.00	Interest
    Only	29,466.15	Actual/360	4.65000%	0.01474%	4.63526%	6	8/6/2027
	32	BSPRT	Courtyard
    Binghamton	6,540,349.56	Amortizing
    Balloon	43,269.82	Actual/360	6.93000%	0.01474%	6.91526%	6	10/6/2032
	33	Barclays	Highland
    Street Industrial Center	6,540,000.00	Interest
    Only	35,143.42	Actual/360	6.36000%	0.01474%	6.34526%	6	9/6/2032
	34	UBS
    AG	Delmont
    Village	4,500,000.00	Interest
    Only	24,267.94	Actual/360	6.38280%	0.01474%	6.36806%	6	10/6/2032
	35	KeyBank 	Mini
    U Storage - Landover Hills	4,450,000.00	Interest
    Only	24,702.14	Actual/360	6.57000%	0.02349%	6.54651%	1	12/1/2032
	36	Barclays	Extra
    Closet Storage - Clearwater & St. Pete	3,450,000.00	Interest
    Only, Amortizing Balloon	19,442.59	Actual/360	6.67000%	0.01474%	6.65526%	6	10/6/2032
	36.01	Barclays	Extra
    Closet Storage St. Pete	2,075,000.00	 	 	 	 	 	 	 	 
	36.02	Barclays	Extra
    Closet Storage Clearwater	1,375,000.00	 	 	 	 	 	 	 	 
	37	Barclays	3921
    Sunset Boulevard	2,600,000.00	Interest
    Only	15,460.79	Actual/360	7.03800%	0.01474%	7.02326%	6	11/6/2032



 






    	 	4	 



     


    

BBCMS
Mortgage Trust 2022-C18


MORTGAGE
LOAN SCHEDULE


	Sequence #	Seller	Property Name	Final Mat Date	ARD Step Up (%)	Term	Rem. Term	Amort. Term	Rem. Amort.	Crossed Loan	Original String	Title Type
	1	AREF	Rialto Industrial	12/6/2032	 	120	120	0	0	NAP	L(24),D(92),O(4)	Fee
	2	SMC	Spartan Retail Portfolio	11/6/2032	 	120	119	360	360	NAP	L(4),YM1(112),O(4)	 
	2.01	SMC	Converse Plaza	 	 	 	 	 	 	 	 	Fee
	2.02	SMC	Oak Forest Plaza	 	 	 	 	 	 	 	 	Fee
	2.03	SMC	Pine Belt Plaza	 	 	 	 	 	 	 	 	Fee
	2.04	SMC	Spring Valley Commons	 	 	 	 	 	 	 	 	Fee
	2.05	SMC	Shelby Plaza	 	 	 	 	 	 	 	 	Fee
	2.06	SMC	Westgate Plaza	 	 	 	 	 	 	 	 	Fee
	2.07	SMC	Beaumont Plaza	 	 	 	 	 	 	 	 	Fee
	2.08	SMC	North Town Center	 	 	 	 	 	 	 	 	Fee
	2.09	SMC	Fernwood Plaza	 	 	 	 	 	 	 	 	Fee
	2.10	SMC	Parkmore Plaza	 	 	 	 	 	 	 	 	Fee
	2.11	SMC	Reidville Circle	 	 	 	 	 	 	 	 	Fee
	2.12	SMC	Pensacola Plaza	 	 	 	 	 	 	 	 	Fee
	2.13	SMC	Merchant's Plaza	 	 	 	 	 	 	 	 	Fee
	2.14	SMC	Cleveland Village	 	 	 	 	 	 	 	 	Fee
	3	LMF	WRS Retail Portfolio	11/6/2032	 	120	119	360	360	NAP	L(25),D(91),O(4)	 
	3.01	LMF	Hudson Bridge Crossing	 	 	 	 	 	 	 	 	Fee
	3.02	LMF	Shoppes at Westgate	 	 	 	 	 	 	 	 	Fee
	3.03	LMF	Shoppes at Richland	 	 	 	 	 	 	 	 	Fee
	3.04	LMF	Shoppes at White Knoll	 	 	 	 	 	 	 	 	Fee
	3.05	LMF	Chamblee Village	 	 	 	 	 	 	 	 	Fee
	3.06	LMF	Shoppes at Sanford	 	 	 	 	 	 	 	 	Fee
	3.07	LMF	Grandview Station	 	 	 	 	 	 	 	 	Fee
	3.08	LMF	Glenn View Station	 	 	 	 	 	 	 	 	Fee
	3.09	LMF	Shoppes at Raeford	 	 	 	 	 	 	 	 	Fee
	3.10	LMF	Shoppes at Oxford	 	 	 	 	 	 	 	 	Fee
	3.11	LMF	Shoppes at Goldsboro	 	 	 	 	 	 	 	 	Fee
	3.12	LMF	Village at Red Bridge	 	 	 	 	 	 	 	 	Fee
	4	LMF	Hilton Columbus at Easton Town Center	11/6/2032	 	120	119	0	0	NAP	L(25),YM1(91),O(4)	Fee
	5	Barclays	Liberty Park at Tysons	11/6/2032	 	120	119	0	0	NAP	L(24),YM1(91),O(5)	Fee
	6	BMO	Greenwich Office Portfolio	11/6/2032	 	120	119	0	0	NAP	L(25),D(88),O(7)	Fee
	7	UBS AG	Phoenix Industrial Portfolio IX	10/6/2032	 	120	118	0	0	NAP	L(26),D(88),O(6)	 
	7.01	UBS AG	Memphis, TN	 	 	 	 	 	 	 	 	Fee
	7.02	UBS AG	Wetumpka, AL	 	 	 	 	 	 	 	 	Fee
	7.03	UBS AG	Rockford, IL	 	 	 	 	 	 	 	 	Fee
	7.04	UBS AG	Iowa City, IA	 	 	 	 	 	 	 	 	Fee
	7.05	UBS AG	Versailles, KY	 	 	 	 	 	 	 	 	Fee
	8	Barclays	70 Hudson Street	3/8/2027	 	60	51	0	0	NAP	YM1(33),DorYM1(20),O(7)	Fee
	9	KeyBank 	Green Valley Corporate Center South	10/1/2032	 	120	118	0	0	NAP	L(26),D(91),O(3) 	Fee
	10	SMC	50 Dey Street	11/6/2027	 	60	59	0	0	NAP	L(25),D(29),O(6)	Fee
	11	Barclays	Vancouver Pointe	10/6/2032	 	120	118	0	0	NAP	L(26),D(90),O(4)	Fee
	12	BSPRT	Hamilton Portfolio	6/6/2032	 	120	114	360	360	NAP	L(30),YM1(86),O(4)	 
	12.01	BSPRT	The Shoppes at Hamilton Place	 	 	 	 	 	 	 	 	Fee
	12.02	BSPRT	The Terrace	 	 	 	 	 	 	 	 	Fee
	12.03	BSPRT	Hamilton Corner	 	 	 	 	 	 	 	 	Fee
	12.04	BSPRT	Hamilton Crossing	 	 	 	 	 	 	 	 	Fee
	13	SGFC	Fleet Farm Portfolio	6/1/2032	 	120	114	0	0	NAP	L(30),D(86),O(4)	 
	13.01	SGFC	Fleet Farm Menomonie	 	 	 	 	 	 	 	 	Fee
	13.02	SGFC	Fleet Farm Cambridge	 	 	 	 	 	 	 	 	Fee
	14	AREF	HERE Campus	11/6/2029	 	84	83	0	0	NAP	L(25),D(55),O(4)	Fee
	15	Barclays	The Showboat Hotel	11/6/2032	 	120	119	360	359	NAP	L(25),D(91),O(4)	Fee
	16	UBS AG	Wyndham National Hotel Portfolio	12/6/2029	 	120	84	270	234	NAP	L(24),YM2(92),O(4)	 
	16.01	UBS AG	Travelodge - 2307 Wyoming Avenue	 	 	 	 	 	 	 	 	Fee / Leasehold
	16.02	UBS AG	Travelodge - 2111 Camino Del Llano	 	 	 	 	 	 	 	 	Fee
	16.03	UBS AG	Travelodge - 1170 W Flaming Gorge Way	 	 	 	 	 	 	 	 	Fee



 






    	 	5	 



     


    

BBCMS
Mortgage Trust 2022-C18


MORTGAGE
LOAN SCHEDULE


	Sequence #	Seller	Property Name	Final Mat Date	ARD Step Up (%)	Term	Rem. Term	Amort. Term	Rem. Amort.	Crossed Loan	Original String	Title Type
	16.04	UBS AG	Baymont Inn & Suites - 1731 South Sunridge Drive	 	 	 	 	 	 	 	 	Fee
	16.05	UBS AG	Baymont Inn & Suites - 451 Halligan Drive	 	 	 	 	 	 	 	 	Fee
	16.06	UBS AG	Baymont Inn & Suites - 1608 E Business US 60	 	 	 	 	 	 	 	 	Fee
	16.07	UBS AG	Travelodge - 1127 Pony Express Highway	 	 	 	 	 	 	 	 	Fee
	16.08	UBS AG	Baymont Inn & Suites - 1130B B East 16th Street	 	 	 	 	 	 	 	 	Fee
	16.09	UBS AG	Travelodge - 2680 Airport Road	 	 	 	 	 	 	 	 	Fee
	16.10	UBS AG	Super 8 - 720 Royal Parkway	 	 	 	 	 	 	 	 	Fee
	16.11	UBS AG	Baymont Inn & Suites - 1051 North Market Street	 	 	 	 	 	 	 	 	Fee
	16.12	UBS AG	Baymont Inn & Suites - 2700 North Diers Parkway	 	 	 	 	 	 	 	 	Fee
	16.13	UBS AG	Baymont Inn & Suites - 95 Spruce Road	 	 	 	 	 	 	 	 	Fee
	16.14	UBS AG	Super 8 - 2545 Cornhusker Highway	 	 	 	 	 	 	 	 	Fee
	16.15	UBS AG	Travelodge - 1110 SE 4th Street	 	 	 	 	 	 	 	 	Fee
	16.16	UBS AG	Baymont Inn & Suites - 2300 Valley West Court	 	 	 	 	 	 	 	 	Fee
	16.17	UBS AG	Travelodge - 800 W Laramie Street	 	 	 	 	 	 	 	 	Fee
	16.18	UBS AG	Travelodge - 22 North Frontage Road	 	 	 	 	 	 	 	 	Fee
	16.19	UBS AG	Travelodge - 123 Westvaco Road	 	 	 	 	 	 	 	 	Fee
	16.20	UBS AG	Baymont Inn & Suites - 2006 North Merrill Avenue	 	 	 	 	 	 	 	 	Fee
	16.21	UBS AG	Travelodge - 1710 Jefferson Street	 	 	 	 	 	 	 	 	Fee
	16.22	UBS AG	Travelodge - 1625 Stillwater Avenue	 	 	 	 	 	 	 	 	Fee
	16.23	UBS AG	Travelodge - 8233 Airline Highway	 	 	 	 	 	 	 	 	Fee
	16.24	UBS AG	Baymont Inn & Suites - 6390 US-93	 	 	 	 	 	 	 	 	Fee
	16.25	UBS AG	Travelodge - 707 East Webster Street	 	 	 	 	 	 	 	 	Fee
	16.26	UBS AG	Travelodge - 777 West Hwy 21	 	 	 	 	 	 	 	 	Fee
	16.27	UBS AG	Travelodge - 3522 North Highway 59	 	 	 	 	 	 	 	 	Fee
	16.28	UBS AG	Travelodge - 108 6th Avenue	 	 	 	 	 	 	 	 	Fee
	16.29	UBS AG	Travelodge - 2200 E South Avenue	 	 	 	 	 	 	 	 	Fee
	16.30	UBS AG	Travelodge - 128 South Willow Road	 	 	 	 	 	 	 	 	Fee
	16.31	UBS AG	Travelodge - 1005 Highway 285	 	 	 	 	 	 	 	 	Fee
	16.32	UBS AG	Days Inn - 3431 14th Avenue	 	 	 	 	 	 	 	 	Fee
	16.33	UBS AG	Travelodge - 2505 US 69	 	 	 	 	 	 	 	 	Fee
	16.34	UBS AG	Baymont Inn & Suites - 3475 Union Road	 	 	 	 	 	 	 	 	Fee
	16.35	UBS AG	Travelodge - 1706 North Park Drive	 	 	 	 	 	 	 	 	Fee
	16.36	UBS AG	Baymont Inn & Suites - 2005 East Daley Street	 	 	 	 	 	 	 	 	Fee
	16.37	UBS AG	Travelodge - 1177 E 16th Street	 	 	 	 	 	 	 	 	Fee
	16.38	UBS AG	Baymont Inn & Suites - 35450 Yermo Road	 	 	 	 	 	 	 	 	Fee
	16.39	UBS AG	Travelodge - 2407 East Holland Avenue	 	 	 	 	 	 	 	 	Fee
	16.40	UBS AG	Travelodge - 620 Souder Road	 	 	 	 	 	 	 	 	Fee
	16.41	UBS AG	Baymont Inn & Suites - 100 15th Street Southeast	 	 	 	 	 	 	 	 	Fee
	16.42	UBS AG	Travelodge - 109 East Commerce Street	 	 	 	 	 	 	 	 	Fee
	16.43	UBS AG	Travelodge - 4000 Siskiyou Avenue	 	 	 	 	 	 	 	 	Fee
	16.44	UBS AG	Travelodge - 98 Moffat Avenue	 	 	 	 	 	 	 	 	Fee
	17	UBS AG	469 7th Avenue	9/6/2032	 	120	117	0	0	NAP	L(27),D(87),O(6)	Fee
	18	LMF	Courtyard by Marriott Columbus Easton	11/6/2032	 	120	119	0	0	NAP	L(25),YM1(91),O(4)	Fee
	19	AREF	Woodlands Officentre	11/6/2032	 	120	119	360	359	NAP	L(25),D(91),O(4)	Fee
	20	BSPRT	Sheraton Metairie	4/6/2032	 	120	112	300	292	NAP	L(8),YM1(108),O(4)	Fee
	21	KeyBank 	Webster Plaza	11/1/2032	 	120	119	360	359	NAP	L(25),D(92),O(3) 	Fee
	22	Barclays	Autokiniton Industrial Portfolio	8/6/2032	 	120	116	0	0	NAP	L(24),YM1(4),DorYM1(85),O(7)	 
	22.01	Barclays	Autokiniton Industrial - Elkton	 	 	 	 	 	 	 	 	Fee
	22.02	Barclays	Autokiniton Industrial - Bardstown	 	 	 	 	 	 	 	 	Fee
	23	KeyBank 	Mini U Storage - Brick	12/1/2032	 	120	120	0	0	NAP	L(25),YM1(92),O(3)	Fee
	24	BMO	Saks Fulfillment Center	8/6/2032	 	120	116	0	0	NAP	L(28),D(88),O(4)	Fee
	25	Barclays	Pompano Beach Fishing Village	11/6/2032	 	120	119	0	0	NAP	L(25),D(91),O(4)	Leasehold
	26	AREF	Crossgates Commons	6/6/2032	 	120	114	330	324	NAP	L(30),D(86),O(4)	Fee
	27	AREF	Comfort Inn Wilmington	10/6/2032	 	120	118	360	358	NAP	L(26),D(90),O(4)	Fee
	28	Barclays	Casa De Palmas	9/6/2032	 	120	117	360	357	NAP	L(27),D(89),O(4)	Fee / Leasehold
	29	AREF	Wynwood Retail	10/6/2032	 	120	118	0	0	NAP	L(26),D(89),O(5)	Fee
	30	BSPRT	Gateway Promenade	11/6/2032	 	120	119	0	0	NAP	L(25),D(91),O(4)	Fee
	31	BMO	Park West Village	8/6/2027	 	60	56	0	0	NAP	L(28),D(27),O(5)	Fee
	32	BSPRT	Courtyard Binghamton	10/6/2032	 	120	118	360	358	NAP	L(26),D(90),O(4)	Fee
	33	Barclays	Highland Street Industrial Center	9/6/2032	 	120	117	0	0	NAP	L(27),D(89),O(4)	Fee
	34	UBS AG	Delmont Village	10/6/2032	 	120	118	0	0	NAP	L(26),D(90),O(4)	Fee
	35	KeyBank 	Mini U Storage - Landover Hills	12/1/2032	 	120	120	0	0	NAP	L(25),YM1(92),O(3)	Fee
	36	Barclays	Extra Closet Storage - Clearwater & St. Pete	10/6/2032	 	120	118	360	360	NAP	L(26),D(90),O(4)	 
	36.01	Barclays	Extra Closet Storage St. Pete	 	 	 	 	 	 	 	 	Fee
	36.02	Barclays	Extra Closet Storage Clearwater	 	 	 	 	 	 	 	 	Fee
	37	Barclays	3921 Sunset Boulevard	11/6/2032	 	120	119	0	0	NAP	L(25),D(90),O(5)	Fee



 






    	 	6	 



     


    

BBCMS
Mortgage Trust 2022-C18


MORTGAGE
LOAN SCHEDULE


	Sequence
    #	Seller	Property
    Name	Grace
    Period (Late Payment)	Upfront
    Eng. Reserve	Upfront
    RE Tax Reserve	Monthly
    RE Tax Reserve	RE
    Tax Escrow Cash or LOC	Counterparty
    of RE Tax Escrow LOC	Upfront
    Ins. Reserve	Monthly
    Ins. Reserve
	1	AREF	Rialto
    Industrial	0	8,125	514,722	128,681	Cash	 	122,072	61,036
	2	SMC	Spartan
    Retail Portfolio	0	697,803	1,033,099	102,471	Cash	 	311,191	23,938
	2.01	SMC	Converse
    Plaza	 	 	 	 	 	 	 	 
	2.02	SMC	Oak
    Forest Plaza	 	 	 	 	 	 	 	 
	2.03	SMC	Pine
    Belt Plaza	 	 	 	 	 	 	 	 
	2.04	SMC	Spring
    Valley Commons	 	 	 	 	 	 	 	 
	2.05	SMC	Shelby
    Plaza	 	 	 	 	 	 	 	 
	2.06	SMC	Westgate
    Plaza	 	 	 	 	 	 	 	 
	2.07	SMC	Beaumont
    Plaza	 	 	 	 	 	 	 	 
	2.08	SMC	North
    Town Center	 	 	 	 	 	 	 	 
	2.09	SMC	Fernwood
    Plaza	 	 	 	 	 	 	 	 
	2.10	SMC	Parkmore
    Plaza	 	 	 	 	 	 	 	 
	2.11	SMC	Reidville
    Circle	 	 	 	 	 	 	 	 
	2.12	SMC	Pensacola
    Plaza	 	 	 	 	 	 	 	 
	2.13	SMC	Merchant's
    Plaza	 	 	 	 	 	 	 	 
	2.14	SMC	Cleveland
    Village	 	 	 	 	 	 	 	 
	3	LMF	WRS
    Retail Portfolio	0	42,313	551,903	87,604	Cash	 	248,209	39,398
	3.01	LMF	Hudson
    Bridge Crossing	 	 	 	 	 	 	 	 
	3.02	LMF	Shoppes
    at Westgate	 	 	 	 	 	 	 	 
	3.03	LMF	Shoppes
    at Richland	 	 	 	 	 	 	 	 
	3.04	LMF	Shoppes
    at White Knoll	 	 	 	 	 	 	 	 
	3.05	LMF	Chamblee
    Village	 	 	 	 	 	 	 	 
	3.06	LMF	Shoppes
    at Sanford	 	 	 	 	 	 	 	 
	3.07	LMF	Grandview
    Station	 	 	 	 	 	 	 	 
	3.08	LMF	Glenn
    View Station	 	 	 	 	 	 	 	 
	3.09	LMF	Shoppes
    at Raeford	 	 	 	 	 	 	 	 
	3.10	LMF	Shoppes
    at Oxford	 	 	 	 	 	 	 	 
	3.11	LMF	Shoppes
    at Goldsboro	 	 	 	 	 	 	 	 
	3.12	LMF	Village
    at Red Bridge	 	 	 	 	 	 	 	 
	4	LMF	Hilton
    Columbus at Easton Town Center	0	0	319,655	225,000	Cash	 	0	Springing
	5	Barclays	Liberty
    Park at Tysons	0	0	0	Springing	 	 	485	242
	6	BMO	Greenwich
    Office Portfolio	0	0	58,167	58,167	Cash	 	0	Springing
	7	UBS
    AG	Phoenix
    Industrial Portfolio IX	0	319,158	257,137	56,408	Cash	 	0	Springing
	7.01	UBS
    AG	Memphis,
    TN	 	 	 	 	 	 	 	 
	7.02	UBS
    AG	Wetumpka,
    AL	 	 	 	 	 	 	 	 
	7.03	UBS
    AG	Rockford,
    IL	 	 	 	 	 	 	 	 
	7.04	UBS
    AG	Iowa
    City, IA	 	 	 	 	 	 	 	 
	7.05	UBS
    AG	Versailles,
    KY	 	 	 	 	 	 	 	 
	8	Barclays	70
    Hudson Street	0	0	263,338	131,669	Cash	 	313,920	26,160
	9	KeyBank 	Green
    Valley Corporate Center South	0	0	36,638	18,319	Cash	 	0	Springing
	10	SMC	50
    Dey Street	0	931,086	24,713	12,357	Cash	 	0	Springing
	11	Barclays	Vancouver
    Pointe	0	0	16,520	16,520	Cash	 	72,315	10,677
	12	BSPRT	Hamilton
    Portfolio	1
    time 5 day grace	0	628,712	125,742	Cash	 	0	Springing
	12.01	BSPRT	The
    Shoppes at Hamilton Place	 	 	 	 	 	 	 	 
	12.02	BSPRT	The
    Terrace	 	 	 	 	 	 	 	 
	12.03	BSPRT	Hamilton
    Corner	 	 	 	 	 	 	 	 
	12.04	BSPRT	Hamilton
    Crossing	 	 	 	 	 	 	 	 
	13	SGFC	Fleet
    Farm Portfolio	0	0	0	Springing	 	 	0	Springing
	13.01	SGFC	Fleet
    Farm Menomonie	 	 	 	 	 	 	 	 
	13.02	SGFC	Fleet
    Farm Cambridge	 	 	 	 	 	 	 	 
	14	AREF	HERE
    Campus	0	0	219,500	43,900	Cash	 	19,088	Springing
	15	Barclays	The
    Showboat Hotel	0	255,300	60,555	30,278	Cash	 	781,087	97,636
	16	UBS
    AG	Wyndham
    National Hotel Portfolio	0	2,014,340	436,502	160,955	Cash	 	790,391	116,681
	16.01	UBS
    AG	Travelodge
    - 2307 Wyoming Avenue	 	 	 	 	 	 	 	 
	16.02	UBS
    AG	Travelodge
    - 2111 Camino Del Llano	 	 	 	 	 	 	 	 
	16.03	UBS
    AG	Travelodge
    - 1170 W Flaming Gorge Way	 	 	 	 	 	 	 	 



 






    	 	7	 



     


    

BBCMS
Mortgage Trust 2022-C18


MORTGAGE
LOAN SCHEDULE



	Sequence
    #	Seller	Property
    Name	Grace
    Period (Late Payment)	Upfront
    Eng. Reserve	Upfront
    RE Tax Reserve	Monthly
    RE Tax Reserve	RE
    Tax Escrow Cash or LOC	Counterparty
    of RE Tax Escrow LOC	Upfront
    Ins. Reserve	Monthly
    Ins. Reserve
	16.04	UBS
    AG	Baymont
    Inn & Suites - 1731 South Sunridge Drive	 	 	 	 	 	 	 	 
	16.05	UBS
    AG	Baymont
    Inn & Suites - 451 Halligan Drive	 	 	 	 	 	 	 	 
	16.06	UBS
    AG	Baymont
    Inn & Suites - 1608 E Business US 60	 	 	 	 	 	 	 	 
	16.07	UBS
    AG	Travelodge
    - 1127 Pony Express Highway	 	 	 	 	 	 	 	 
	16.08	UBS
    AG	Baymont
    Inn & Suites - 1130B B East 16th Street	 	 	 	 	 	 	 	 
	16.09	UBS
    AG	Travelodge
    - 2680 Airport Road	 	 	 	 	 	 	 	 
	16.10	UBS
    AG	Super
    8 - 720 Royal Parkway	 	 	 	 	 	 	 	 
	16.11	UBS
    AG	Baymont
    Inn & Suites - 1051 North Market Street	 	 	 	 	 	 	 	 
	16.12	UBS
    AG	Baymont
    Inn & Suites - 2700 North Diers Parkway	 	 	 	 	 	 	 	 
	16.13	UBS
    AG	Baymont
    Inn & Suites - 95 Spruce Road	 	 	 	 	 	 	 	 
	16.14	UBS
    AG	Super
    8 - 2545 Cornhusker Highway	 	 	 	 	 	 	 	 
	16.15	UBS
    AG	Travelodge
    - 1110 SE 4th Street	 	 	 	 	 	 	 	 
	16.16	UBS
    AG	Baymont
    Inn & Suites - 2300 Valley West Court	 	 	 	 	 	 	 	 
	16.17	UBS
    AG	Travelodge
    - 800 W Laramie Street	 	 	 	 	 	 	 	 
	16.18	UBS
    AG	Travelodge
    - 22 North Frontage Road	 	 	 	 	 	 	 	 
	16.19	UBS
    AG	Travelodge
    - 123 Westvaco Road	 	 	 	 	 	 	 	 
	16.20	UBS
    AG	Baymont
    Inn & Suites - 2006 North Merrill Avenue	 	 	 	 	 	 	 	 
	16.21	UBS
    AG	Travelodge
    - 1710 Jefferson Street	 	 	 	 	 	 	 	 
	16.22	UBS
    AG	Travelodge
    - 1625 Stillwater Avenue	 	 	 	 	 	 	 	 
	16.23	UBS
    AG	Travelodge
    - 8233 Airline Highway	 	 	 	 	 	 	 	 
	16.24	UBS
    AG	Baymont
    Inn & Suites - 6390 US-93	 	 	 	 	 	 	 	 
	16.25	UBS
    AG	Travelodge
    - 707 East Webster Street	 	 	 	 	 	 	 	 
	16.26	UBS
    AG	Travelodge
    - 777 West Hwy 21	 	 	 	 	 	 	 	 
	16.27	UBS
    AG	Travelodge
    - 3522 North Highway 59	 	 	 	 	 	 	 	 
	16.28	UBS
    AG	Travelodge
    - 108 6th Avenue	 	 	 	 	 	 	 	 
	16.29	UBS
    AG	Travelodge
    - 2200 E South Avenue	 	 	 	 	 	 	 	 
	16.30	UBS
    AG	Travelodge
    - 128 South Willow Road	 	 	 	 	 	 	 	 
	16.31	UBS
    AG	Travelodge
    - 1005 Highway 285	 	 	 	 	 	 	 	 
	16.32	UBS
    AG	Days
    Inn - 3431 14th Avenue	 	 	 	 	 	 	 	 
	16.33	UBS
    AG	Travelodge
    - 2505 US 69	 	 	 	 	 	 	 	 
	16.34	UBS
    AG	Baymont
    Inn & Suites - 3475 Union Road	 	 	 	 	 	 	 	 
	16.35	UBS
    AG	Travelodge
    - 1706 North Park Drive	 	 	 	 	 	 	 	 
	16.36	UBS
    AG	Baymont
    Inn & Suites - 2005 East Daley Street	 	 	 	 	 	 	 	 
	16.37	UBS
    AG	Travelodge
    - 1177 E 16th Street	 	 	 	 	 	 	 	 
	16.38	UBS
    AG	Baymont
    Inn & Suites - 35450 Yermo Road	 	 	 	 	 	 	 	 
	16.39	UBS
    AG	Travelodge
    - 2407 East Holland Avenue	 	 	 	 	 	 	 	 
	16.40	UBS
    AG	Travelodge
    - 620 Souder Road	 	 	 	 	 	 	 	 
	16.41	UBS
    AG	Baymont
    Inn & Suites - 100 15th Street Southeast	 	 	 	 	 	 	 	 
	16.42	UBS
    AG	Travelodge
    - 109 East Commerce Street	 	 	 	 	 	 	 	 
	16.43	UBS
    AG	Travelodge
    - 4000 Siskiyou Avenue	 	 	 	 	 	 	 	 
	16.44	UBS
    AG	Travelodge
    - 98 Moffat Avenue	 	 	 	 	 	 	 	 
	17	UBS
    AG	469
    7th Avenue	0	0	1,080,225	270,056	Cash	 	0	Springing
	18	LMF	Courtyard
    by Marriott Columbus Easton	0	0	145,488	48,496	Cash	 	0	Springing
	19	AREF	Woodlands
    Officentre	0	0	144,494	36,124	Cash	 	8,345	2,782
	20	BSPRT	Sheraton
    Metairie	0	0	114,991	22,998	Cash	 	97,353	19,471
	21	KeyBank 	Webster
    Plaza	5	618,750	73,489	26,679	Cash	 	12,867	6,434
	22	Barclays	Autokiniton
    Industrial Portfolio	0	0	0	Springing	 	 	0	Springing
	22.01	Barclays	Autokiniton
    Industrial - Elkton	 	 	 	 	 	 	 	 
	22.02	Barclays	Autokiniton
    Industrial - Bardstown	 	 	 	 	 	 	 	 
	23	KeyBank 	Mini
    U Storage - Brick	0	0	24,268	12,134	Cash	 	12,595	1,574
	24	BMO	Saks
    Fulfillment Center	0	0	117,913	Springing	Cash	 	61,924	Springing
	25	Barclays	Pompano
    Beach Fishing Village	0	0	0	Springing	 	 	7,924	3,962
	26	AREF	Crossgates
    Commons	0	0	868,132	144,689	Cash	 	0	Springing
	27	AREF	Comfort
    Inn Wilmington	0	12,813	0	4,316	 	 	15,916	7,958
	28	Barclays	Casa
    De Palmas	5	0	236,667	29,583	Cash	 	30,347	15,173
	29	AREF	Wynwood
    Retail	0	3,125	144,568	12,047	Cash	 	25,867	6,467
	30	BSPRT	Gateway
    Promenade	2	49,100	48,772	24,386	Cash	 	25,687	3,211
	31	BMO	Park
    West Village	0	0	919,476	459,738	Cash	 	0	Springing
	32	BSPRT	Courtyard
    Binghamton	0	0	111,112	15,873	Cash	 	0	3,254
	33	Barclays	Highland
    Street Industrial Center	0	27,875	0	5,148	 	 	0	1,765
	34	UBS
    AG	Delmont
    Village	0	0	26,505	2,104	Cash	 	0	Springing
	35	KeyBank 	Mini
    U Storage - Landover Hills	0	0	37,918	9,480	Cash	 	12,045	1,506
	36	Barclays	Extra
    Closet Storage - Clearwater & St. Pete	0	54,000	36,361	3,306	Cash	 	0	Springing
	36.01	Barclays	Extra
    Closet Storage St. Pete	 	 	 	 	 	 	 	 
	36.02	Barclays	Extra
    Closet Storage Clearwater	 	 	 	 	 	 	 	 
	37	Barclays	3921
    Sunset Boulevard	0	0	24,892	4,978	Cash	 	0	Springing



 






    	 	8	 



     


    

BBCMS
Mortgage Trust 2022-C18


MORTGAGE
LOAN SCHEDULE


	Sequence #	Seller	Property Name	Insurance Escrow Cash or LOC	Counterparty of Insurance Escrow LOC	Upfront CapEx Reserve	Monthly Capex Reserve	CapEx Reserve Cap	Capex Escrow Cash or LOC	Counterparty of Capex Escrow LOC
	1	AREF	Rialto Industrial	Cash	 	0	9,218	0	 	 
	2	SMC	Spartan Retail Portfolio	Cash	 	0	14,081	0	 	 
	2.01	SMC	Converse Plaza	 	 	 	 	 	 	 
	2.02	SMC	Oak Forest Plaza	 	 	 	 	 	 	 
	2.03	SMC	Pine Belt Plaza	 	 	 	 	 	 	 
	2.04	SMC	Spring Valley Commons	 	 	 	 	 	 	 
	2.05	SMC	Shelby Plaza	 	 	 	 	 	 	 
	2.06	SMC	Westgate Plaza	 	 	 	 	 	 	 
	2.07	SMC	Beaumont Plaza	 	 	 	 	 	 	 
	2.08	SMC	North Town Center	 	 	 	 	 	 	 
	2.09	SMC	Fernwood Plaza	 	 	 	 	 	 	 
	2.10	SMC	Parkmore Plaza	 	 	 	 	 	 	 
	2.11	SMC	Reidville Circle	 	 	 	 	 	 	 
	2.12	SMC	Pensacola Plaza	 	 	 	 	 	 	 
	2.13	SMC	Merchant's Plaza	 	 	 	 	 	 	 
	2.14	SMC	Cleveland Village	 	 	 	 	 	 	 
	3	LMF	WRS Retail Portfolio	Cash	 	0	6,875	412,480	 	 
	3.01	LMF	Hudson Bridge Crossing	 	 	 	 	 	 	 
	3.02	LMF	Shoppes at Westgate	 	 	 	 	 	 	 
	3.03	LMF	Shoppes at Richland	 	 	 	 	 	 	 
	3.04	LMF	Shoppes at White Knoll	 	 	 	 	 	 	 
	3.05	LMF	Chamblee Village	 	 	 	 	 	 	 
	3.06	LMF	Shoppes at Sanford	 	 	 	 	 	 	 
	3.07	LMF	Grandview Station	 	 	 	 	 	 	 
	3.08	LMF	Glenn View Station	 	 	 	 	 	 	 
	3.09	LMF	Shoppes at Raeford	 	 	 	 	 	 	 
	3.10	LMF	Shoppes at Oxford	 	 	 	 	 	 	 
	3.11	LMF	Shoppes at Goldsboro	 	 	 	 	 	 	 
	3.12	LMF	Village at Red Bridge	 	 	 	 	 	 	 
	4	LMF	Hilton Columbus at Easton Town Center	 	 	0	104,058	2,000,000	 	 
	5	Barclays	Liberty Park at Tysons	Cash	 	0	Springing	0	 	 
	6	BMO	Greenwich Office Portfolio	 	 	0	2,031	0	 	 
	7	UBS AG	Phoenix Industrial Portfolio IX	 	 	0	31,336	1,130,000	 	 
	7.01	UBS AG	Memphis, TN	 	 	 	 	 	 	 
	7.02	UBS AG	Wetumpka, AL	 	 	 	 	 	 	 
	7.03	UBS AG	Rockford, IL	 	 	 	 	 	 	 
	7.04	UBS AG	Iowa City, IA	 	 	 	 	 	 	 
	7.05	UBS AG	Versailles, KY	 	 	 	 	 	 	 
	8	Barclays	70 Hudson Street	Cash	 	0	5,391	0	 	 
	9	KeyBank 	Green Valley Corporate Center South	 	 	571,750	Springing	571,750	Cash	 
	10	SMC	50 Dey Street	 	 	0	4,544	0	 	 
	11	Barclays	Vancouver Pointe	Cash	 	384,000	Springing	384,000	Cash	 
	12	BSPRT	Hamilton Portfolio	 	 	0	5,836	0	 	 
	12.01	BSPRT	The Shoppes at Hamilton Place	 	 	 	 	 	 	 
	12.02	BSPRT	The Terrace	 	 	 	 	 	 	 
	12.03	BSPRT	Hamilton Corner	 	 	 	 	 	 	 
	12.04	BSPRT	Hamilton Crossing	 	 	 	 	 	 	 
	13	SGFC	Fleet Farm Portfolio	 	 	350,000	Springing	200,000	Cash	 
	13.01	SGFC	Fleet Farm Menomonie	 	 	 	 	 	 	 
	13.02	SGFC	Fleet Farm Cambridge	 	 	 	 	 	 	 
	14	AREF	HERE Campus	Cash	 	277,499	0	0	Cash	 
	15	Barclays	The Showboat Hotel	Cash	 	0	46,128	0	 	 
	16	UBS AG	Wyndham National Hotel Portfolio	Cash	 	0	235,965	0	 	 
	16.01	UBS AG	Travelodge - 2307 Wyoming Avenue	 	 	 	 	 	 	 
	16.02	UBS AG	Travelodge - 2111 Camino Del Llano	 	 	 	 	 	 	 
	16.03	UBS AG	Travelodge - 1170 W Flaming Gorge Way	 	 	 	 	 	 	 



 






    	 	9	 



     


    

BBCMS
Mortgage Trust 2022-C18


MORTGAGE
LOAN SCHEDULE


	Sequence #	Seller	Property Name	Insurance Escrow Cash or LOC	Counterparty of Insurance Escrow LOC	Upfront CapEx Reserve	Monthly Capex Reserve	CapEx Reserve Cap	Capex Escrow Cash or LOC	Counterparty of Capex Escrow LOC
	16.04	UBS AG	Baymont Inn & Suites - 1731 South Sunridge Drive	 	 	 	 	 	 	 
	16.05	UBS AG	Baymont Inn & Suites - 451 Halligan Drive	 	 	 	 	 	 	 
	16.06	UBS AG	Baymont Inn & Suites - 1608 E Business US 60	 	 	 	 	 	 	 
	16.07	UBS AG	Travelodge - 1127 Pony Express Highway	 	 	 	 	 	 	 
	16.08	UBS AG	Baymont Inn & Suites - 1130B B East 16th Street	 	 	 	 	 	 	 
	16.09	UBS AG	Travelodge - 2680 Airport Road	 	 	 	 	 	 	 
	16.10	UBS AG	Super 8 - 720 Royal Parkway	 	 	 	 	 	 	 
	16.11	UBS AG	Baymont Inn & Suites - 1051 North Market Street	 	 	 	 	 	 	 
	16.12	UBS AG	Baymont Inn & Suites - 2700 North Diers Parkway	 	 	 	 	 	 	 
	16.13	UBS AG	Baymont Inn & Suites - 95 Spruce Road	 	 	 	 	 	 	 
	16.14	UBS AG	Super 8 - 2545 Cornhusker Highway	 	 	 	 	 	 	 
	16.15	UBS AG	Travelodge - 1110 SE 4th Street	 	 	 	 	 	 	 
	16.16	UBS AG	Baymont Inn & Suites - 2300 Valley West Court	 	 	 	 	 	 	 
	16.17	UBS AG	Travelodge - 800 W Laramie Street	 	 	 	 	 	 	 
	16.18	UBS AG	Travelodge - 22 North Frontage Road	 	 	 	 	 	 	 
	16.19	UBS AG	Travelodge - 123 Westvaco Road	 	 	 	 	 	 	 
	16.20	UBS AG	Baymont Inn & Suites - 2006 North Merrill Avenue	 	 	 	 	 	 	 
	16.21	UBS AG	Travelodge - 1710 Jefferson Street	 	 	 	 	 	 	 
	16.22	UBS AG	Travelodge - 1625 Stillwater Avenue	 	 	 	 	 	 	 
	16.23	UBS AG	Travelodge - 8233 Airline Highway	 	 	 	 	 	 	 
	16.24	UBS AG	Baymont Inn & Suites - 6390 US-93	 	 	 	 	 	 	 
	16.25	UBS AG	Travelodge - 707 East Webster Street	 	 	 	 	 	 	 
	16.26	UBS AG	Travelodge - 777 West Hwy 21	 	 	 	 	 	 	 
	16.27	UBS AG	Travelodge - 3522 North Highway 59	 	 	 	 	 	 	 
	16.28	UBS AG	Travelodge - 108 6th Avenue	 	 	 	 	 	 	 
	16.29	UBS AG	Travelodge - 2200 E South Avenue	 	 	 	 	 	 	 
	16.30	UBS AG	Travelodge - 128 South Willow Road	 	 	 	 	 	 	 
	16.31	UBS AG	Travelodge - 1005 Highway 285	 	 	 	 	 	 	 
	16.32	UBS AG	Days Inn - 3431 14th Avenue	 	 	 	 	 	 	 
	16.33	UBS AG	Travelodge - 2505 US 69	 	 	 	 	 	 	 
	16.34	UBS AG	Baymont Inn & Suites - 3475 Union Road	 	 	 	 	 	 	 
	16.35	UBS AG	Travelodge - 1706 North Park Drive	 	 	 	 	 	 	 
	16.36	UBS AG	Baymont Inn & Suites - 2005 East Daley Street	 	 	 	 	 	 	 
	16.37	UBS AG	Travelodge - 1177 E 16th Street	 	 	 	 	 	 	 
	16.38	UBS AG	Baymont Inn & Suites - 35450 Yermo Road	 	 	 	 	 	 	 
	16.39	UBS AG	Travelodge - 2407 East Holland Avenue	 	 	 	 	 	 	 
	16.40	UBS AG	Travelodge - 620 Souder Road	 	 	 	 	 	 	 
	16.41	UBS AG	Baymont Inn & Suites - 100 15th Street Southeast	 	 	 	 	 	 	 
	16.42	UBS AG	Travelodge - 109 East Commerce Street	 	 	 	 	 	 	 
	16.43	UBS AG	Travelodge - 4000 Siskiyou Avenue	 	 	 	 	 	 	 
	16.44	UBS AG	Travelodge - 98 Moffat Avenue	 	 	 	 	 	 	 
	17	UBS AG	469 7th Avenue	 	 	0	4,487	100,000	 	 
	18	LMF	Courtyard by Marriott Columbus Easton	 	 	0	20,365	0	 	 
	19	AREF	Woodlands Officentre	Cash	 	0	4,858	0	 	 
	20	BSPRT	Sheraton Metairie	Cash	 	0	Springing	0	 	 
	21	KeyBank 	Webster Plaza	Cash	 	2,583	2,583	0	Cash	 
	22	Barclays	Autokiniton Industrial Portfolio	 	 	0	Springing	0	 	 
	22.01	Barclays	Autokiniton Industrial - Elkton	 	 	 	 	 	 	 
	22.02	Barclays	Autokiniton Industrial - Bardstown	 	 	 	 	 	 	 
	23	KeyBank 	Mini U Storage - Brick	Cash	 	726	726	0	Cash	 
	24	BMO	Saks Fulfillment Center	Cash	 	0	Springing	0	 	 
	25	Barclays	Pompano Beach Fishing Village	Cash	 	0	Springing	0	 	 
	26	AREF	Crossgates Commons	 	 	0	8,411	0	 	 
	27	AREF	Comfort Inn Wilmington	Cash	 	50,000	10,834	0	Cash	 
	28	Barclays	Casa De Palmas	Cash	 	0	19,410	0	 	 
	29	AREF	Wynwood Retail	Cash	 	17,111	106	0	Cash	 
	30	BSPRT	Gateway Promenade	Cash	 	50,000	Springing	0	Cash	 
	31	BMO	Park West Village	 	 	850,000	0	0	Cash	 
	32	BSPRT	Courtyard Binghamton	 	 	0	8,593	0	 	 
	33	Barclays	Highland Street Industrial Center	 	 	0	443	0	 	 
	34	UBS AG	Delmont Village	 	 	0	3,336	0	 	 
	35	KeyBank 	Mini U Storage - Landover Hills	Cash	 	0	0	0	 	 
	36	Barclays	Extra Closet Storage - Clearwater & St. Pete	 	 	82,250	247	0	Cash	 
	36.01	Barclays	Extra Closet Storage St. Pete	 	 	 	 	 	 	 
	36.02	Barclays	Extra Closet Storage Clearwater	 	 	 	 	 	 	 
	37	Barclays	3921 Sunset Boulevard	 	 	0	Springing	0	 	 



 






    	 	10	 



     


    

BBCMS
Mortgage Trust 2022-C18


MORTGAGE
LOAN SCHEDULE


	Sequence #	Seller	Property Name	Upfront TI/LC Reserve	Monthly TI/LC Reserve	TI/LC Reserve Cap	TI/LC Reserve Cash or LOC	Counterparty of TI/LC Escrow LOC	Upfront Debt Service Reserve	Monthly Debt Service Reserve	Debt Service Reserve Cash or LOC
	1	AREF	Rialto Industrial	0	0	0	 	 	0	0	 
	2	SMC	Spartan Retail Portfolio	2,500,000	Springing	2,500,000	Cash	 	0	0	 
	2.01	SMC	Converse Plaza	 	 	 	 	 	 	 	 
	2.02	SMC	Oak Forest Plaza	 	 	 	 	 	 	 	 
	2.03	SMC	Pine Belt Plaza	 	 	 	 	 	 	 	 
	2.04	SMC	Spring Valley Commons	 	 	 	 	 	 	 	 
	2.05	SMC	Shelby Plaza	 	 	 	 	 	 	 	 
	2.06	SMC	Westgate Plaza	 	 	 	 	 	 	 	 
	2.07	SMC	Beaumont Plaza	 	 	 	 	 	 	 	 
	2.08	SMC	North Town Center	 	 	 	 	 	 	 	 
	2.09	SMC	Fernwood Plaza	 	 	 	 	 	 	 	 
	2.10	SMC	Parkmore Plaza	 	 	 	 	 	 	 	 
	2.11	SMC	Reidville Circle	 	 	 	 	 	 	 	 
	2.12	SMC	Pensacola Plaza	 	 	 	 	 	 	 	 
	2.13	SMC	Merchant's Plaza	 	 	 	 	 	 	 	 
	2.14	SMC	Cleveland Village	 	 	 	 	 	 	 	 
	3	LMF	WRS Retail Portfolio	1,000,000	Springing	1,000,000	Cash	 	0	0	 
	3.01	LMF	Hudson Bridge Crossing	 	 	 	 	 	 	 	 
	3.02	LMF	Shoppes at Westgate	 	 	 	 	 	 	 	 
	3.03	LMF	Shoppes at Richland	 	 	 	 	 	 	 	 
	3.04	LMF	Shoppes at White Knoll	 	 	 	 	 	 	 	 
	3.05	LMF	Chamblee Village	 	 	 	 	 	 	 	 
	3.06	LMF	Shoppes at Sanford	 	 	 	 	 	 	 	 
	3.07	LMF	Grandview Station	 	 	 	 	 	 	 	 
	3.08	LMF	Glenn View Station	 	 	 	 	 	 	 	 
	3.09	LMF	Shoppes at Raeford	 	 	 	 	 	 	 	 
	3.10	LMF	Shoppes at Oxford	 	 	 	 	 	 	 	 
	3.11	LMF	Shoppes at Goldsboro	 	 	 	 	 	 	 	 
	3.12	LMF	Village at Red Bridge	 	 	 	 	 	 	 	 
	4	LMF	Hilton Columbus at Easton Town Center	0	0	0	 	 	0	0	 
	5	Barclays	Liberty Park at Tysons	0	Springing	0	 	 	0	0	 
	6	BMO	Greenwich Office Portfolio	0	15,045	541,608	 	 	0	0	 
	7	UBS AG	Phoenix Industrial Portfolio IX	3,000,000	Springing	1,500,000	Cash	 	0	0	 
	7.01	UBS AG	Memphis, TN	 	 	 	 	 	 	 	 
	7.02	UBS AG	Wetumpka, AL	 	 	 	 	 	 	 	 
	7.03	UBS AG	Rockford, IL	 	 	 	 	 	 	 	 
	7.04	UBS AG	Iowa City, IA	 	 	 	 	 	 	 	 
	7.05	UBS AG	Versailles, KY	 	 	 	 	 	 	 	 
	8	Barclays	70 Hudson Street	0	0	0	 	 	0	0	 
	9	KeyBank 	Green Valley Corporate Center South	3,000,000	Springing	3,000,000	Cash	 	0	0	 
	10	SMC	50 Dey Street	0	0	0	 	 	0	0	 
	11	Barclays	Vancouver Pointe	0	0	0	 	 	0	0	 
	12	BSPRT	Hamilton Portfolio	0	38,909	0	 	 	0	0	 
	12.01	BSPRT	The Shoppes at Hamilton Place	 	 	 	 	 	 	 	 
	12.02	BSPRT	The Terrace	 	 	 	 	 	 	 	 
	12.03	BSPRT	Hamilton Corner	 	 	 	 	 	 	 	 
	12.04	BSPRT	Hamilton Crossing	 	 	 	 	 	 	 	 
	13	SGFC	Fleet Farm Portfolio	1,000,000	Springing	500,000	Cash	 	0	0	 
	13.01	SGFC	Fleet Farm Menomonie	 	 	 	 	 	 	 	 
	13.02	SGFC	Fleet Farm Cambridge	 	 	 	 	 	 	 	 
	14	AREF	HERE Campus	3,500,000	Springing	2,000,000	Cash	 	0	0	 
	15	Barclays	The Showboat Hotel	0	0	0	 	 	0	0	 
	16	UBS AG	Wyndham National Hotel Portfolio	0	0	0	 	 	0	0	 
	16.01	UBS AG	Travelodge - 2307 Wyoming Avenue	 	 	 	 	 	 	 	 
	16.02	UBS AG	Travelodge - 2111 Camino Del Llano	 	 	 	 	 	 	 	 
	16.03	UBS AG	Travelodge - 1170 W Flaming Gorge Way	 	 	 	 	 	 	 	 



 






    	 	11	 



     


    

BBCMS
Mortgage Trust 2022-C18


MORTGAGE
LOAN SCHEDULE


	Sequence #	Seller	Property Name	Upfront TI/LC Reserve	Monthly TI/LC Reserve	TI/LC Reserve Cap	TI/LC Reserve Cash or LOC	Counterparty of TI/LC Escrow LOC	Upfront Debt Service Reserve	Monthly Debt Service Reserve	Debt Service Reserve Cash or LOC
	16.04	UBS AG	Baymont Inn & Suites - 1731 South Sunridge Drive	 	 	 	 	 	 	 	 
	16.05	UBS AG	Baymont Inn & Suites - 451 Halligan Drive	 	 	 	 	 	 	 	 
	16.06	UBS AG	Baymont Inn & Suites - 1608 E Business US 60	 	 	 	 	 	 	 	 
	16.07	UBS AG	Travelodge - 1127 Pony Express Highway	 	 	 	 	 	 	 	 
	16.08	UBS AG	Baymont Inn & Suites - 1130B B East 16th Street	 	 	 	 	 	 	 	 
	16.09	UBS AG	Travelodge - 2680 Airport Road	 	 	 	 	 	 	 	 
	16.10	UBS AG	Super 8 - 720 Royal Parkway	 	 	 	 	 	 	 	 
	16.11	UBS AG	Baymont Inn & Suites - 1051 North Market Street	 	 	 	 	 	 	 	 
	16.12	UBS AG	Baymont Inn & Suites - 2700 North Diers Parkway	 	 	 	 	 	 	 	 
	16.13	UBS AG	Baymont Inn & Suites - 95 Spruce Road	 	 	 	 	 	 	 	 
	16.14	UBS AG	Super 8 - 2545 Cornhusker Highway	 	 	 	 	 	 	 	 
	16.15	UBS AG	Travelodge - 1110 SE 4th Street	 	 	 	 	 	 	 	 
	16.16	UBS AG	Baymont Inn & Suites - 2300 Valley West Court	 	 	 	 	 	 	 	 
	16.17	UBS AG	Travelodge - 800 W Laramie Street	 	 	 	 	 	 	 	 
	16.18	UBS AG	Travelodge - 22 North Frontage Road	 	 	 	 	 	 	 	 
	16.19	UBS AG	Travelodge - 123 Westvaco Road	 	 	 	 	 	 	 	 
	16.20	UBS AG	Baymont Inn & Suites - 2006 North Merrill Avenue	 	 	 	 	 	 	 	 
	16.21	UBS AG	Travelodge - 1710 Jefferson Street	 	 	 	 	 	 	 	 
	16.22	UBS AG	Travelodge - 1625 Stillwater Avenue	 	 	 	 	 	 	 	 
	16.23	UBS AG	Travelodge - 8233 Airline Highway	 	 	 	 	 	 	 	 
	16.24	UBS AG	Baymont Inn & Suites - 6390 US-93	 	 	 	 	 	 	 	 
	16.25	UBS AG	Travelodge - 707 East Webster Street	 	 	 	 	 	 	 	 
	16.26	UBS AG	Travelodge - 777 West Hwy 21	 	 	 	 	 	 	 	 
	16.27	UBS AG	Travelodge - 3522 North Highway 59	 	 	 	 	 	 	 	 
	16.28	UBS AG	Travelodge - 108 6th Avenue	 	 	 	 	 	 	 	 
	16.29	UBS AG	Travelodge - 2200 E South Avenue	 	 	 	 	 	 	 	 
	16.30	UBS AG	Travelodge - 128 South Willow Road	 	 	 	 	 	 	 	 
	16.31	UBS AG	Travelodge - 1005 Highway 285	 	 	 	 	 	 	 	 
	16.32	UBS AG	Days Inn - 3431 14th Avenue	 	 	 	 	 	 	 	 
	16.33	UBS AG	Travelodge - 2505 US 69	 	 	 	 	 	 	 	 
	16.34	UBS AG	Baymont Inn & Suites - 3475 Union Road	 	 	 	 	 	 	 	 
	16.35	UBS AG	Travelodge - 1706 North Park Drive	 	 	 	 	 	 	 	 
	16.36	UBS AG	Baymont Inn & Suites - 2005 East Daley Street	 	 	 	 	 	 	 	 
	16.37	UBS AG	Travelodge - 1177 E 16th Street	 	 	 	 	 	 	 	 
	16.38	UBS AG	Baymont Inn & Suites - 35450 Yermo Road	 	 	 	 	 	 	 	 
	16.39	UBS AG	Travelodge - 2407 East Holland Avenue	 	 	 	 	 	 	 	 
	16.40	UBS AG	Travelodge - 620 Souder Road	 	 	 	 	 	 	 	 
	16.41	UBS AG	Baymont Inn & Suites - 100 15th Street Southeast	 	 	 	 	 	 	 	 
	16.42	UBS AG	Travelodge - 109 East Commerce Street	 	 	 	 	 	 	 	 
	16.43	UBS AG	Travelodge - 4000 Siskiyou Avenue	 	 	 	 	 	 	 	 
	16.44	UBS AG	Travelodge - 98 Moffat Avenue	 	 	 	 	 	 	 	 
	17	UBS AG	469 7th Avenue	0	22,436	1,346,165	 	 	0	0	 
	18	LMF	Courtyard by Marriott Columbus Easton	0	0	0	 	 	0	0	 
	19	AREF	Woodlands Officentre	750,000	34,003	2,500,000	Cash	 	0	0	 
	20	BSPRT	Sheraton Metairie	0	0	0	 	 	0	0	 
	21	KeyBank 	Webster Plaza	13,585	13,585	0	Cash	 	0	0	 
	22	Barclays	Autokiniton Industrial Portfolio	0	0	0	 	 	0	0	 
	22.01	Barclays	Autokiniton Industrial - Elkton	 	 	 	 	 	 	 	 
	22.02	Barclays	Autokiniton Industrial - Bardstown	 	 	 	 	 	 	 	 
	23	KeyBank 	Mini U Storage - Brick	0	0	0	 	 	0	0	 
	24	BMO	Saks Fulfillment Center	0	Springing	0	 	 	0	0	 
	25	Barclays	Pompano Beach Fishing Village	0	Springing	0	 	 	0	0	 
	26	AREF	Crossgates Commons	2,259,150	43,881	3,300,000	Cash	 	0	0	 
	27	AREF	Comfort Inn Wilmington	0	0	0	 	 	0	0	 
	28	Barclays	Casa De Palmas	0	0	0	 	 	200,000	41,449	Cash
	29	AREF	Wynwood Retail	0	709	0	 	 	0	0	 
	30	BSPRT	Gateway Promenade	250,000	Springing	0	Cash	 	0	0	 
	31	BMO	Park West Village	0	0	0	 	 	0	0	 
	32	BSPRT	Courtyard Binghamton	0	0	0	 	 	0	0	 
	33	Barclays	Highland Street Industrial Center	200,000	Springing	200,000	Cash	 	0	0	 
	34	UBS AG	Delmont Village	0	5,380	0	 	 	0	0	 
	35	KeyBank 	Mini U Storage - Landover Hills	0	0	0	 	 	0	0	 
	36	Barclays	Extra Closet Storage - Clearwater & St. Pete	0	0	0	 	 	0	0	 
	36.01	Barclays	Extra Closet Storage St. Pete	 	 	 	 	 	 	 	 
	36.02	Barclays	Extra Closet Storage Clearwater	 	 	 	 	 	 	 	 
	37	Barclays	3921 Sunset Boulevard	0	Springing	0	 	 	0	0	 



 






    	 	12	 



     


    

BBCMS
Mortgage Trust 2022-C18


MORTGAGE
LOAN SCHEDULE


	Sequence #	Seller	Property Name	Counterparty of TI/LC Escrow LOC	Upfront Other Description	Upfront Other Reserve	Other Monthly Description
	1	AREF	Rialto Industrial	 	Rent Abatement Reserve (Upfront: $9,402,054), Litigation Reserve (Upfront: $50,000, Monthly: Springing)	9,452,054	Rent Abatement Reserve (Upfront: $9,402,054), Litigation Reserve (Upfront: $50,000, Monthly: Springing)
	2	SMC	Spartan Retail Portfolio	 	Rent Concession Reserve (Upfront: $131,316.67), Tractor Supply Reserve (Upfront: $121,160), Major Tenant Reserve (Monthly: Springing)	252,477	Rent Concession Reserve (Upfront: $131,316.67), Tractor Supply Reserve (Upfront: $121,160), Major Tenant Reserve (Monthly: Springing)
	2.01	SMC	Converse Plaza	 	 	 	 
	2.02	SMC	Oak Forest Plaza	 	 	 	 
	2.03	SMC	Pine Belt Plaza	 	 	 	 
	2.04	SMC	Spring Valley Commons	 	 	 	 
	2.05	SMC	Shelby Plaza	 	 	 	 
	2.06	SMC	Westgate Plaza	 	 	 	 
	2.07	SMC	Beaumont Plaza	 	 	 	 
	2.08	SMC	North Town Center	 	 	 	 
	2.09	SMC	Fernwood Plaza	 	 	 	 
	2.10	SMC	Parkmore Plaza	 	 	 	 
	2.11	SMC	Reidville Circle	 	 	 	 
	2.12	SMC	Pensacola Plaza	 	 	 	 
	2.13	SMC	Merchant's Plaza	 	 	 	 
	2.14	SMC	Cleveland Village	 	 	 	 
	3	LMF	WRS Retail Portfolio	 	Unfunded Tenant Obligations Reserve ($1,050,196.81), Free Rent Reserve ($275,299.76)	1,325,497	Unfunded Tenant Obligations Reserve ($1,050,196.81), Free Rent Reserve ($275,299.76)
	3.01	LMF	Hudson Bridge Crossing	 	 	 	 
	3.02	LMF	Shoppes at Westgate	 	 	 	 
	3.03	LMF	Shoppes at Richland	 	 	 	 
	3.04	LMF	Shoppes at White Knoll	 	 	 	 
	3.05	LMF	Chamblee Village	 	 	 	 
	3.06	LMF	Shoppes at Sanford	 	 	 	 
	3.07	LMF	Grandview Station	 	 	 	 
	3.08	LMF	Glenn View Station	 	 	 	 
	3.09	LMF	Shoppes at Raeford	 	 	 	 
	3.10	LMF	Shoppes at Oxford	 	 	 	 
	3.11	LMF	Shoppes at Goldsboro	 	 	 	 
	3.12	LMF	Village at Red Bridge	 	 	 	 
	4	LMF	Hilton Columbus at Easton Town Center	 	 	0	 
	5	Barclays	Liberty Park at Tysons	 	 	0	 
	6	BMO	Greenwich Office Portfolio	 	Atomyze Holdback Reserve ($1,500,000), Free Rent Reserve ($742,653.18), Unfunded Obligations Reserve ($202,320)	2,444,973	Atomyze Holdback Reserve ($1,500,000), Free Rent Reserve ($742,653.18), Unfunded Obligations Reserve ($202,320)
	7	UBS AG	Phoenix Industrial Portfolio IX	 	Earn-out Reserve ($5,000,000), Unfunded Obligations Reserve ($1,290,083)	6,290,083	Earn-out Reserve ($5,000,000), Unfunded Obligations Reserve ($1,290,083)
	7.01	UBS AG	Memphis, TN	 	 	 	 
	7.02	UBS AG	Wetumpka, AL	 	 	 	 
	7.03	UBS AG	Rockford, IL	 	 	 	 
	7.04	UBS AG	Iowa City, IA	 	 	 	 
	7.05	UBS AG	Versailles, KY	 	 	 	 
	8	Barclays	70 Hudson Street	 	Rent Abatement Reserve ($200,000.00), Maman Reserve ($106,421.76)	306,422	Rent Abatement Reserve ($200,000.00), Maman Reserve ($106,421.76)
	9	KeyBank 	Green Valley Corporate Center South	 	Rent Concession Reserve ($367,884.99), Title Escrow ($257,844.61) 	625,730	Rent Concession Reserve ($367,884.99), Title Escrow ($257,844.61) 
	10	SMC	50 Dey Street	 	Renovation Reserve	2,000,000	Renovation Reserve
	11	Barclays	Vancouver Pointe	 	 	0	 
	12	BSPRT	Hamilton Portfolio	 	 	0	 
	12.01	BSPRT	The Shoppes at Hamilton Place	 	 	 	 
	12.02	BSPRT	The Terrace	 	 	 	 
	12.03	BSPRT	Hamilton Corner	 	 	 	 
	12.04	BSPRT	Hamilton Crossing	 	 	 	 
	13	SGFC	Fleet Farm Portfolio	 	Restoration Reserve	150,000	Restoration Reserve
	13.01	SGFC	Fleet Farm Menomonie	 	 	 	 
	13.02	SGFC	Fleet Farm Cambridge	 	 	 	 
	14	AREF	HERE Campus	 	Free Rent Reserve ($336,439.20), Outstanding TI/LC Reserve ($319,089.08)	655,528	Free Rent Reserve ($336,439.20), Outstanding TI/LC Reserve ($319,089.08)
	15	Barclays	The Showboat Hotel	 	Room Renovation Reserve (Upfront: $10,755,069), Podium Renovation Reserve (Upfront: $727,752), Seasonality Reserve (Upfront: $603,278, Monthly: $50,273.13)	12,086,099	Room Renovation Reserve (Upfront: $10,755,069), Podium Renovation Reserve (Upfront: $727,752), Seasonality Reserve (Upfront: $603,278, Monthly: $50,273.13)
	16	UBS AG	Wyndham National Hotel Portfolio	 	Railroad Contract Renewal Reserve ($7,000,000), Post-Closing Obligation Reserve ($500,000), PIP Reserve ($7,417,247)	14,917,247	Railroad Contract Renewal Reserve ($7,000,000), Post-Closing Obligation Reserve ($500,000), PIP Reserve ($7,417,247)
	16.01	UBS AG	Travelodge - 2307 Wyoming Avenue	 	 	 	 
	16.02	UBS AG	Travelodge - 2111 Camino Del Llano	 	 	 	 
	16.03	UBS AG	Travelodge - 1170 W Flaming Gorge Way	 	 	 	 



 






    	 	13	 



     


    

BBCMS
Mortgage Trust 2022-C18


MORTGAGE
LOAN SCHEDULE


	Sequence #	Seller	Property Name	Counterparty of TI/LC Escrow LOC	Upfront Other Description	Upfront Other Reserve	Other Monthly Description
	16.04	UBS AG	Baymont Inn & Suites - 1731 South Sunridge Drive	 	 	 	 
	16.05	UBS AG	Baymont Inn & Suites - 451 Halligan Drive	 	 	 	 
	16.06	UBS AG	Baymont Inn & Suites - 1608 E Business US 60	 	 	 	 
	16.07	UBS AG	Travelodge - 1127 Pony Express Highway	 	 	 	 
	16.08	UBS AG	Baymont Inn & Suites - 1130B B East 16th Street	 	 	 	 
	16.09	UBS AG	Travelodge - 2680 Airport Road	 	 	 	 
	16.10	UBS AG	Super 8 - 720 Royal Parkway	 	 	 	 
	16.11	UBS AG	Baymont Inn & Suites - 1051 North Market Street	 	 	 	 
	16.12	UBS AG	Baymont Inn & Suites - 2700 North Diers Parkway	 	 	 	 
	16.13	UBS AG	Baymont Inn & Suites - 95 Spruce Road	 	 	 	 
	16.14	UBS AG	Super 8 - 2545 Cornhusker Highway	 	 	 	 
	16.15	UBS AG	Travelodge - 1110 SE 4th Street	 	 	 	 
	16.16	UBS AG	Baymont Inn & Suites - 2300 Valley West Court	 	 	 	 
	16.17	UBS AG	Travelodge - 800 W Laramie Street	 	 	 	 
	16.18	UBS AG	Travelodge - 22 North Frontage Road	 	 	 	 
	16.19	UBS AG	Travelodge - 123 Westvaco Road	 	 	 	 
	16.20	UBS AG	Baymont Inn & Suites - 2006 North Merrill Avenue	 	 	 	 
	16.21	UBS AG	Travelodge - 1710 Jefferson Street	 	 	 	 
	16.22	UBS AG	Travelodge - 1625 Stillwater Avenue	 	 	 	 
	16.23	UBS AG	Travelodge - 8233 Airline Highway	 	 	 	 
	16.24	UBS AG	Baymont Inn & Suites - 6390 US-93	 	 	 	 
	16.25	UBS AG	Travelodge - 707 East Webster Street	 	 	 	 
	16.26	UBS AG	Travelodge - 777 West Hwy 21	 	 	 	 
	16.27	UBS AG	Travelodge - 3522 North Highway 59	 	 	 	 
	16.28	UBS AG	Travelodge - 108 6th Avenue	 	 	 	 
	16.29	UBS AG	Travelodge - 2200 E South Avenue	 	 	 	 
	16.30	UBS AG	Travelodge - 128 South Willow Road	 	 	 	 
	16.31	UBS AG	Travelodge - 1005 Highway 285	 	 	 	 
	16.32	UBS AG	Days Inn - 3431 14th Avenue	 	 	 	 
	16.33	UBS AG	Travelodge - 2505 US 69	 	 	 	 
	16.34	UBS AG	Baymont Inn & Suites - 3475 Union Road	 	 	 	 
	16.35	UBS AG	Travelodge - 1706 North Park Drive	 	 	 	 
	16.36	UBS AG	Baymont Inn & Suites - 2005 East Daley Street	 	 	 	 
	16.37	UBS AG	Travelodge - 1177 E 16th Street	 	 	 	 
	16.38	UBS AG	Baymont Inn & Suites - 35450 Yermo Road	 	 	 	 
	16.39	UBS AG	Travelodge - 2407 East Holland Avenue	 	 	 	 
	16.40	UBS AG	Travelodge - 620 Souder Road	 	 	 	 
	16.41	UBS AG	Baymont Inn & Suites - 100 15th Street Southeast	 	 	 	 
	16.42	UBS AG	Travelodge - 109 East Commerce Street	 	 	 	 
	16.43	UBS AG	Travelodge - 4000 Siskiyou Avenue	 	 	 	 
	16.44	UBS AG	Travelodge - 98 Moffat Avenue	 	 	 	 
	17	UBS AG	469 7th Avenue	 	Specified Tenant Reserve	0	Specified Tenant Reserve
	18	LMF	Courtyard by Marriott Columbus Easton	 	 	0	 
	19	AREF	Woodlands Officentre	 	Prepaid Rent Reserve ($64,345), Abated Rent Reserve ($64,345)	128,690	Prepaid Rent Reserve ($64,345), Abated Rent Reserve ($64,345)
	20	BSPRT	Sheraton Metairie	 	PIP Reserve	1,332,500	PIP Reserve
	21	KeyBank 	Webster Plaza	 	Rent Concession Reserve	10,605	Rent Concession Reserve
	22	Barclays	Autokiniton Industrial Portfolio	 	 	0	 
	22.01	Barclays	Autokiniton Industrial - Elkton	 	 	 	 
	22.02	Barclays	Autokiniton Industrial - Bardstown	 	 	 	 
	23	KeyBank 	Mini U Storage - Brick	 	 	0	 
	24	BMO	Saks Fulfillment Center	 	 	0	 
	25	Barclays	Pompano Beach Fishing Village	 	Pompano Beach Hotel Reserve (Upfront: $325,000), Ground Rent Reserve (Upfront: $68,951.67, Monthly: $34,475.83), Alvin's Island Rollover Reserve (Monthly: Springing), Pompano Beach House Rollover Reserve (Monthly: Springing), Sweep Oceanic Rollover Reserve (Monthly: Springing)	393,952	Pompano Beach Hotel Reserve (Upfront: $325,000), Ground Rent Reserve (Upfront: $68,951.67, Monthly: $34,475.83), Alvin's Island Rollover Reserve (Monthly: Springing), Pompano Beach House Rollover Reserve (Monthly: Springing), Sweep Oceanic Rollover Reserve (Monthly: Springing)
	26	AREF	Crossgates Commons	 	Planet Fitness TI Reserve ($375,000), HVAC Reserve ($42,579)	417,579	Planet Fitness TI Reserve ($375,000), HVAC Reserve ($42,579)
	27	AREF	Comfort Inn Wilmington	 	PIP Reserve	280,170	PIP Reserve
	28	Barclays	Casa De Palmas	 	PIP Reserve (Upfront: $134,356), Ground Rent Reserve (Upfront: $4,000.02, Monthly: $666.67)	138,356	PIP Reserve (Upfront: $134,356), Ground Rent Reserve (Upfront: $4,000.02, Monthly: $666.67)
	29	AREF	Wynwood Retail	 	Enforcement Lien Reserve ($450,000), Outstanding Violation Reserve ($50,000)	500,000	Enforcement Lien Reserve ($450,000), Outstanding Violation Reserve ($50,000)
	30	BSPRT	Gateway Promenade	 	 	0	 
	31	BMO	Park West Village	 	Unit Upgrade Reserve (Upfront: $7,858,500), Supplemental Income Reserve (Upfront: $4,920,000; Monthly: Springing)	12,778,500	Unit Upgrade Reserve (Upfront: $7,858,500), Supplemental Income Reserve (Upfront: $4,920,000; Monthly: Springing)
	32	BSPRT	Courtyard Binghamton	 	PIP Reserve	102,000	PIP Reserve
	33	Barclays	Highland Street Industrial Center	 	Holdback Reserve ($50,000), Unfunded Obligations Reserve ($8,667)	58,667	Holdback Reserve ($50,000), Unfunded Obligations Reserve ($8,667)
	34	UBS AG	Delmont Village	 	Tenant Allowance, Tenant Improvement and Leasing Commission Reserve	197,375	Tenant Allowance, Tenant Improvement and Leasing Commission Reserve
	35	KeyBank 	Mini U Storage - Landover Hills	 	 	0	 
	36	Barclays	Extra Closet Storage - Clearwater & St. Pete	 	 	0	 
	36.01	Barclays	Extra Closet Storage St. Pete	 	 	 	 
	36.02	Barclays	Extra Closet Storage Clearwater	 	 	 	 
	37	Barclays	3921 Sunset Boulevard	 	 	0	 



 






    	 	14	 



     


    

BBCMS
Mortgage Trust 2022-C18


MORTGAGE
LOAN SCHEDULE 


	Sequence #	Seller	Property Name	Monthly Other Reserve	Other Reserve Cap	Other Reserve Cash or LOC	Counterparty of Other Escrow LOC	Holdback Amt	Description of LOC
	1	AREF	Rialto Industrial	Springing	Litigation Reserve ($50,000)	Cash	 	NAP	NAP
	2	SMC	Spartan Retail Portfolio	Springing	0	Cash	 	NAP	NAP
	2.01	SMC	Converse Plaza	 	 	 	 	 	 
	2.02	SMC	Oak Forest Plaza	 	 	 	 	 	 
	2.03	SMC	Pine Belt Plaza	 	 	 	 	 	 
	2.04	SMC	Spring Valley Commons	 	 	 	 	 	 
	2.05	SMC	Shelby Plaza	 	 	 	 	 	 
	2.06	SMC	Westgate Plaza	 	 	 	 	 	 
	2.07	SMC	Beaumont Plaza	 	 	 	 	 	 
	2.08	SMC	North Town Center	 	 	 	 	 	 
	2.09	SMC	Fernwood Plaza	 	 	 	 	 	 
	2.10	SMC	Parkmore Plaza	 	 	 	 	 	 
	2.11	SMC	Reidville Circle	 	 	 	 	 	 
	2.12	SMC	Pensacola Plaza	 	 	 	 	 	 
	2.13	SMC	Merchant's Plaza	 	 	 	 	 	 
	2.14	SMC	Cleveland Village	 	 	 	 	 	 
	3	LMF	WRS Retail Portfolio	0	0	Cash	 	NAP	NAP
	3.01	LMF	Hudson Bridge Crossing	 	 	 	 	 	 
	3.02	LMF	Shoppes at Westgate	 	 	 	 	 	 
	3.03	LMF	Shoppes at Richland	 	 	 	 	 	 
	3.04	LMF	Shoppes at White Knoll	 	 	 	 	 	 
	3.05	LMF	Chamblee Village	 	 	 	 	 	 
	3.06	LMF	Shoppes at Sanford	 	 	 	 	 	 
	3.07	LMF	Grandview Station	 	 	 	 	 	 
	3.08	LMF	Glenn View Station	 	 	 	 	 	 
	3.09	LMF	Shoppes at Raeford	 	 	 	 	 	 
	3.10	LMF	Shoppes at Oxford	 	 	 	 	 	 
	3.11	LMF	Shoppes at Goldsboro	 	 	 	 	 	 
	3.12	LMF	Village at Red Bridge	 	 	 	 	 	 
	4	LMF	Hilton Columbus at Easton Town Center	0	0	 	 	NAP	NAP
	5	Barclays	Liberty Park at Tysons	0	0	 	 	NAP	NAP
	6	BMO	Greenwich Office Portfolio	0	0	Cash	 	1,500,000	NAP
	7	UBS AG	Phoenix Industrial Portfolio IX	0	0	Cash	 	5,000,000	NAP
	7.01	UBS AG	Memphis, TN	 	 	 	 	 	 
	7.02	UBS AG	Wetumpka, AL	 	 	 	 	 	 
	7.03	UBS AG	Rockford, IL	 	 	 	 	 	 
	7.04	UBS AG	Iowa City, IA	 	 	 	 	 	 
	7.05	UBS AG	Versailles, KY	 	 	 	 	 	 
	8	Barclays	70 Hudson Street	0	0	Cash	 	NAP	Letter of Credit (Fidessa): Letter of Credit No. SDCMTN570911 issued by HSBC Bank USA, N.A., related to the Lease with Fidessa Corporation, in the original amount of $2,665,000; Letter of Credit (Gucci): Letter of Credit No. SB24.147 issued by Credit Industrial et Commercial, related to the Lease with Gucci America, Inc., in the original amount of $3,500,000
	9	KeyBank 	Green Valley Corporate Center South	0	0	Cash	 	NAP	NAP
	10	SMC	50 Dey Street	0	0	Cash	 	NAP	Letter of Credit (Renovation): Letter of Credit No. PWMSUN0000000039 issued by BNY Mellon, National Association, related to the Renovation, in the original amount of $2,500,000
	11	Barclays	Vancouver Pointe	0	0	 	 	NAP	NAP
	12	BSPRT	Hamilton Portfolio	0	0	 	 	NAP	NAP
	12.01	BSPRT	The Shoppes at Hamilton Place	 	 	 	 	 	 
	12.02	BSPRT	The Terrace	 	 	 	 	 	 
	12.03	BSPRT	Hamilton Corner	 	 	 	 	 	 
	12.04	BSPRT	Hamilton Crossing	 	 	 	 	 	 
	13	SGFC	Fleet Farm Portfolio	Springing	150,000	Cash	 	NAP	NAP
	13.01	SGFC	Fleet Farm Menomonie	 	 	 	 	 	 
	13.02	SGFC	Fleet Farm Cambridge	 	 	 	 	 	 
	14	AREF	HERE Campus	0	0	Cash	 	NAP	NAP
	15	Barclays	The Showboat Hotel	50,273	Seasonality Reserve ($1,206,555.12)	Cash	 	NAP	NAP
	16	UBS AG	Wyndham National Hotel Portfolio	0	0	Cash	 	NAP	NAP
	16.01	UBS AG	Travelodge - 2307 Wyoming Avenue	 	 	 	 	 	 
	16.02	UBS AG	Travelodge - 2111 Camino Del Llano	 	 	 	 	 	 
	16.03	UBS AG	Travelodge - 1170 W Flaming Gorge Way	 	 	 	 	 	 



 






    	 	15	 



     


    

BBCMS
Mortgage Trust 2022-C18


MORTGAGE
LOAN SCHEDULE 

	Sequence #	Seller	Property Name	Monthly Other Reserve	Other Reserve Cap	Other Reserve Cash or LOC	Counterparty of Other Escrow LOC	Holdback Amt	Description of LOC
	16.04	UBS AG	Baymont Inn & Suites - 1731 South Sunridge Drive	 	 	 	 	 	 
	16.05	UBS AG	Baymont Inn & Suites - 451 Halligan Drive	 	 	 	 	 	 
	16.06	UBS AG	Baymont Inn & Suites - 1608 E Business US 60	 	 	 	 	 	 
	16.07	UBS AG	Travelodge - 1127 Pony Express Highway	 	 	 	 	 	 
	16.08	UBS AG	Baymont Inn & Suites - 1130B B East 16th Street	 	 	 	 	 	 
	16.09	UBS AG	Travelodge - 2680 Airport Road	 	 	 	 	 	 
	16.10	UBS AG	Super 8 - 720 Royal Parkway	 	 	 	 	 	 
	16.11	UBS AG	Baymont Inn & Suites - 1051 North Market Street	 	 	 	 	 	 
	16.12	UBS AG	Baymont Inn & Suites - 2700 North Diers Parkway	 	 	 	 	 	 
	16.13	UBS AG	Baymont Inn & Suites - 95 Spruce Road	 	 	 	 	 	 
	16.14	UBS AG	Super 8 - 2545 Cornhusker Highway	 	 	 	 	 	 
	16.15	UBS AG	Travelodge - 1110 SE 4th Street	 	 	 	 	 	 
	16.16	UBS AG	Baymont Inn & Suites - 2300 Valley West Court	 	 	 	 	 	 
	16.17	UBS AG	Travelodge - 800 W Laramie Street	 	 	 	 	 	 
	16.18	UBS AG	Travelodge - 22 North Frontage Road	 	 	 	 	 	 
	16.19	UBS AG	Travelodge - 123 Westvaco Road	 	 	 	 	 	 
	16.20	UBS AG	Baymont Inn & Suites - 2006 North Merrill Avenue	 	 	 	 	 	 
	16.21	UBS AG	Travelodge - 1710 Jefferson Street	 	 	 	 	 	 
	16.22	UBS AG	Travelodge - 1625 Stillwater Avenue	 	 	 	 	 	 
	16.23	UBS AG	Travelodge - 8233 Airline Highway	 	 	 	 	 	 
	16.24	UBS AG	Baymont Inn & Suites - 6390 US-93	 	 	 	 	 	 
	16.25	UBS AG	Travelodge - 707 East Webster Street	 	 	 	 	 	 
	16.26	UBS AG	Travelodge - 777 West Hwy 21	 	 	 	 	 	 
	16.27	UBS AG	Travelodge - 3522 North Highway 59	 	 	 	 	 	 
	16.28	UBS AG	Travelodge - 108 6th Avenue	 	 	 	 	 	 
	16.29	UBS AG	Travelodge - 2200 E South Avenue	 	 	 	 	 	 
	16.30	UBS AG	Travelodge - 128 South Willow Road	 	 	 	 	 	 
	16.31	UBS AG	Travelodge - 1005 Highway 285	 	 	 	 	 	 
	16.32	UBS AG	Days Inn - 3431 14th Avenue	 	 	 	 	 	 
	16.33	UBS AG	Travelodge - 2505 US 69	 	 	 	 	 	 
	16.34	UBS AG	Baymont Inn & Suites - 3475 Union Road	 	 	 	 	 	 
	16.35	UBS AG	Travelodge - 1706 North Park Drive	 	 	 	 	 	 
	16.36	UBS AG	Baymont Inn & Suites - 2005 East Daley Street	 	 	 	 	 	 
	16.37	UBS AG	Travelodge - 1177 E 16th Street	 	 	 	 	 	 
	16.38	UBS AG	Baymont Inn & Suites - 35450 Yermo Road	 	 	 	 	 	 
	16.39	UBS AG	Travelodge - 2407 East Holland Avenue	 	 	 	 	 	 
	16.40	UBS AG	Travelodge - 620 Souder Road	 	 	 	 	 	 
	16.41	UBS AG	Baymont Inn & Suites - 100 15th Street Southeast	 	 	 	 	 	 
	16.42	UBS AG	Travelodge - 109 East Commerce Street	 	 	 	 	 	 
	16.43	UBS AG	Travelodge - 4000 Siskiyou Avenue	 	 	 	 	 	 
	16.44	UBS AG	Travelodge - 98 Moffat Avenue	 	 	 	 	 	 
	17	UBS AG	469 7th Avenue	Springing	11,800,000	 	 	NAP	NAP
	18	LMF	Courtyard by Marriott Columbus Easton	0	0	 	 	NAP	NAP
	19	AREF	Woodlands Officentre	0	0	Cash	 	NAP	NAP
	20	BSPRT	Sheraton Metairie	Springing	0	Cash	 	NAP	NAP
	21	KeyBank 	Webster Plaza	0	0	Cash	 	NAP	NAP
	22	Barclays	Autokiniton Industrial Portfolio	0	0	 	 	NAP	NAP
	22.01	Barclays	Autokiniton Industrial - Elkton	 	 	 	 	 	 
	22.02	Barclays	Autokiniton Industrial - Bardstown	 	 	 	 	 	 
	23	KeyBank 	Mini U Storage - Brick	0	0	 	 	NAP	NAP
	24	BMO	Saks Fulfillment Center	0	0	 	 	NAP	NAP
	25	Barclays	Pompano Beach Fishing Village	34,476	Sweep Oceanic Rollover Reserve ($1,200,000), Pompano Beach House Rollover Reserve ($1,050,000), Alvin's Island Rollover Reserve ($600,000)	Cash	 	NAP	NAP
	26	AREF	Crossgates Commons	0	0	Cash	 	NAP	NAP
	27	AREF	Comfort Inn Wilmington	0	0	Cash	 	NAP	NAP
	28	Barclays	Casa De Palmas	667	0	Cash	 	NAP	NAP
	29	AREF	Wynwood Retail	0	0	Cash	 	NAP	NAP
	30	BSPRT	Gateway Promenade	0	0	 	 	NAP	NAP
	31	BMO	Park West Village	Springing	0	Cash	 	NAP	NAP
	32	BSPRT	Courtyard Binghamton	Springing	0	Cash	 	NAP	NAP
	33	Barclays	Highland Street Industrial Center	0	0	Cash	 	NAP	NAP
	34	UBS AG	Delmont Village	0	0	Cash	 	NAP	NAP
	35	KeyBank 	Mini U Storage - Landover Hills	0	0	 	 	NAP	NAP
	36	Barclays	Extra Closet Storage - Clearwater & St. Pete	0	0	 	 	NAP	NAP
	36.01	Barclays	Extra Closet Storage St. Pete	 	 	 	 	 	 
	36.02	Barclays	Extra Closet Storage Clearwater	 	 	 	 	 	 
	37	Barclays	3921 Sunset Boulevard	0	0	 	 	NAP	NAP



 






    	 	16	 



     


    

BBCMS
Mortgage Trust 2022-C18


MORTGAGE
LOAN SCHEDULE 


	Sequence #	Seller	Property Name	Letter of Credit	Lockbox Type	Borrower Name	Sponsor	Primary Servicing Fee	Total Servicing Fee
	1	AREF	Rialto Industrial	No	Hard	Rialto Merrill Holdings LLC	Ezra Danziger, Paul Reisz and Solomon Weber	0.00125%	0.00250%
	2	SMC	Spartan Retail Portfolio	No	Soft	Waterstone Southeast Spartan Portfolio LLC	Josh Levy and Neal Shalom	0.00125%	0.00250%
	2.01	SMC	Converse Plaza	 	 	 	 	 	 
	2.02	SMC	Oak Forest Plaza	 	 	 	 	 	 
	2.03	SMC	Pine Belt Plaza	 	 	 	 	 	 
	2.04	SMC	Spring Valley Commons	 	 	 	 	 	 
	2.05	SMC	Shelby Plaza	 	 	 	 	 	 
	2.06	SMC	Westgate Plaza	 	 	 	 	 	 
	2.07	SMC	Beaumont Plaza	 	 	 	 	 	 
	2.08	SMC	North Town Center	 	 	 	 	 	 
	2.09	SMC	Fernwood Plaza	 	 	 	 	 	 
	2.10	SMC	Parkmore Plaza	 	 	 	 	 	 
	2.11	SMC	Reidville Circle	 	 	 	 	 	 
	2.12	SMC	Pensacola Plaza	 	 	 	 	 	 
	2.13	SMC	Merchant's Plaza	 	 	 	 	 	 
	2.14	SMC	Cleveland Village	 	 	 	 	 	 
	3	LMF	WRS Retail Portfolio	No	Springing	WRS Centers Shops, LLC	Arthur Joseph Kepes and Thomas Scott Smith	0.00125%	0.00250%
	3.01	LMF	Hudson Bridge Crossing	 	 	 	 	 	 
	3.02	LMF	Shoppes at Westgate	 	 	 	 	 	 
	3.03	LMF	Shoppes at Richland	 	 	 	 	 	 
	3.04	LMF	Shoppes at White Knoll	 	 	 	 	 	 
	3.05	LMF	Chamblee Village	 	 	 	 	 	 
	3.06	LMF	Shoppes at Sanford	 	 	 	 	 	 
	3.07	LMF	Grandview Station	 	 	 	 	 	 
	3.08	LMF	Glenn View Station	 	 	 	 	 	 
	3.09	LMF	Shoppes at Raeford	 	 	 	 	 	 
	3.10	LMF	Shoppes at Oxford	 	 	 	 	 	 
	3.11	LMF	Shoppes at Goldsboro	 	 	 	 	 	 
	3.12	LMF	Village at Red Bridge	 	 	 	 	 	 
	4	LMF	Hilton Columbus at Easton Town Center	No	Hard	Columbus Easton Hotel LLC	Morton L. Olshan	0.00125%	0.00250%
	5	Barclays	Liberty Park at Tysons	No	Hard	GI TC 801 Follin Lane, LLC	TechCore, LLC	0.00125%	0.00250%
	6	BMO	Greenwich Office Portfolio	No	Hard	Bradford Allen Greenwich, LLC	Bradford Allen Enterprises LLC	0.00125%	0.00250%
	7	UBS AG	Phoenix Industrial Portfolio IX	No	Hard	Phoenix Wetumpka Industrial Investors LLC, Phoenix Rockford Industrial Investors LLC, Phoenix Memphis Industrial Investors LLC, Phoenix Versailles Industrial Investors LLC and Phoenix Diablo Iowa City LLC	Phoenix Investors	0.00125%	0.00250%
	7.01	UBS AG	Memphis, TN	 	 	 	 	 	 
	7.02	UBS AG	Wetumpka, AL	 	 	 	 	 	 
	7.03	UBS AG	Rockford, IL	 	 	 	 	 	 
	7.04	UBS AG	Iowa City, IA	 	 	 	 	 	 
	7.05	UBS AG	Versailles, KY	 	 	 	 	 	 
	8	Barclays	70 Hudson Street	Yes	Hard	70 Hudson LLC	NAP	0.00125%	0.00250%
	9	KeyBank 	Green Valley Corporate Center South	No	Hard	KB Village View, DST	Jeffrey A. Pori	0.01000%	0.01125%
	10	SMC	50 Dey Street	Yes	Hard	Mana Art Center, LLC	Moishe Mana	0.00125%	0.00250%
	11	Barclays	Vancouver Pointe	No	Soft	LSC-Vancouver WA, DST	Pietro V. Scola and Joseph L. Fox	0.00125%	0.00250%
	12	BSPRT	Hamilton Portfolio	No	Hard	Hamilton Corner CMBS II, LLC, Hamilton Crossing CMBS II, LLC, The Shoppes at Hamilton Place CMBS, LLC and Terrace CMBS, LLC	CBL & Associates Limited Partnership	0.00125%	0.00250%
	12.01	BSPRT	The Shoppes at Hamilton Place	 	 	 	 	 	 
	12.02	BSPRT	The Terrace	 	 	 	 	 	 
	12.03	BSPRT	Hamilton Corner	 	 	 	 	 	 
	12.04	BSPRT	Hamilton Crossing	 	 	 	 	 	 
	13	SGFC	Fleet Farm Portfolio	No	Hard	KB Fleet Farms Portfolio, DST	Jeffrey A. Pori	0.00125%	0.00250%
	13.01	SGFC	Fleet Farm Menomonie	 	 	 	 	 	 
	13.02	SGFC	Fleet Farm Cambridge	 	 	 	 	 	 
	14	AREF	HERE Campus	No	Hard	KB Mill Creek, DST	Jeffrey A. Pori	0.00125%	0.00250%
	15	Barclays	The Showboat Hotel	No	Hard	Showboat Properties LLC	Bart Blatstein	0.00125%	0.00250%
	16	UBS AG	Wyndham National Hotel Portfolio	No	Hard	Lodging Enterprises, LLC	Tom Vukota	0.00125%	0.00250%
	16.01	UBS AG	Travelodge - 2307 Wyoming Avenue	 	 	 	 	 	 
	16.02	UBS AG	Travelodge - 2111 Camino Del Llano	 	 	 	 	 	 
	16.03	UBS AG	Travelodge - 1170 W Flaming Gorge Way	 	 	 	 	 	 



 






    	 	17	 



     


    

BBCMS
Mortgage Trust 2022-C18


MORTGAGE
LOAN SCHEDULE 


	Sequence #	Seller	Property Name	Letter of Credit	Lockbox Type	Borrower Name	Sponsor	Primary Servicing Fee	Total Servicing Fee
	16.04	UBS AG	Baymont Inn & Suites - 1731 South Sunridge Drive	 	 	 	 	 	 
	16.05	UBS AG	Baymont Inn & Suites - 451 Halligan Drive	 	 	 	 	 	 
	16.06	UBS AG	Baymont Inn & Suites - 1608 E Business US 60	 	 	 	 	 	 
	16.07	UBS AG	Travelodge - 1127 Pony Express Highway	 	 	 	 	 	 
	16.08	UBS AG	Baymont Inn & Suites - 1130B B East 16th Street	 	 	 	 	 	 
	16.09	UBS AG	Travelodge - 2680 Airport Road	 	 	 	 	 	 
	16.10	UBS AG	Super 8 - 720 Royal Parkway	 	 	 	 	 	 
	16.11	UBS AG	Baymont Inn & Suites - 1051 North Market Street	 	 	 	 	 	 
	16.12	UBS AG	Baymont Inn & Suites - 2700 North Diers Parkway	 	 	 	 	 	 
	16.13	UBS AG	Baymont Inn & Suites - 95 Spruce Road	 	 	 	 	 	 
	16.14	UBS AG	Super 8 - 2545 Cornhusker Highway	 	 	 	 	 	 
	16.15	UBS AG	Travelodge - 1110 SE 4th Street	 	 	 	 	 	 
	16.16	UBS AG	Baymont Inn & Suites - 2300 Valley West Court	 	 	 	 	 	 
	16.17	UBS AG	Travelodge - 800 W Laramie Street	 	 	 	 	 	 
	16.18	UBS AG	Travelodge - 22 North Frontage Road	 	 	 	 	 	 
	16.19	UBS AG	Travelodge - 123 Westvaco Road	 	 	 	 	 	 
	16.20	UBS AG	Baymont Inn & Suites - 2006 North Merrill Avenue	 	 	 	 	 	 
	16.21	UBS AG	Travelodge - 1710 Jefferson Street	 	 	 	 	 	 
	16.22	UBS AG	Travelodge - 1625 Stillwater Avenue	 	 	 	 	 	 
	16.23	UBS AG	Travelodge - 8233 Airline Highway	 	 	 	 	 	 
	16.24	UBS AG	Baymont Inn & Suites - 6390 US-93	 	 	 	 	 	 
	16.25	UBS AG	Travelodge - 707 East Webster Street	 	 	 	 	 	 
	16.26	UBS AG	Travelodge - 777 West Hwy 21	 	 	 	 	 	 
	16.27	UBS AG	Travelodge - 3522 North Highway 59	 	 	 	 	 	 
	16.28	UBS AG	Travelodge - 108 6th Avenue	 	 	 	 	 	 
	16.29	UBS AG	Travelodge - 2200 E South Avenue	 	 	 	 	 	 
	16.30	UBS AG	Travelodge - 128 South Willow Road	 	 	 	 	 	 
	16.31	UBS AG	Travelodge - 1005 Highway 285	 	 	 	 	 	 
	16.32	UBS AG	Days Inn - 3431 14th Avenue	 	 	 	 	 	 
	16.33	UBS AG	Travelodge - 2505 US 69	 	 	 	 	 	 
	16.34	UBS AG	Baymont Inn & Suites - 3475 Union Road	 	 	 	 	 	 
	16.35	UBS AG	Travelodge - 1706 North Park Drive	 	 	 	 	 	 
	16.36	UBS AG	Baymont Inn & Suites - 2005 East Daley Street	 	 	 	 	 	 
	16.37	UBS AG	Travelodge - 1177 E 16th Street	 	 	 	 	 	 
	16.38	UBS AG	Baymont Inn & Suites - 35450 Yermo Road	 	 	 	 	 	 
	16.39	UBS AG	Travelodge - 2407 East Holland Avenue	 	 	 	 	 	 
	16.40	UBS AG	Travelodge - 620 Souder Road	 	 	 	 	 	 
	16.41	UBS AG	Baymont Inn & Suites - 100 15th Street Southeast	 	 	 	 	 	 
	16.42	UBS AG	Travelodge - 109 East Commerce Street	 	 	 	 	 	 
	16.43	UBS AG	Travelodge - 4000 Siskiyou Avenue	 	 	 	 	 	 
	16.44	UBS AG	Travelodge - 98 Moffat Avenue	 	 	 	 	 	 
	17	UBS AG	469 7th Avenue	No	Hard	469 Holdings LLC	Martin Meyer	0.00125%	0.00250%
	18	LMF	Courtyard by Marriott Columbus Easton	No	Hard	Columbus Easton Hotel III LLC	Morton L. Olshan	0.00125%	0.00250%
	19	AREF	Woodlands Officentre	No	Hard	NW13 LLC	David A. Trott and Redico Properties LLC	0.04000%	0.04125%
	20	BSPRT	Sheraton Metairie	No	Springing	7th Sky Properties, LLC	Jamal Tajuddin and Shereza Tajuddin	0.00125%	0.00250%
	21	KeyBank 	Webster Plaza	No	Hard	980 Webster Plaza LLC	Douglas J. Macdonald	0.01000%	0.01125%
	22	Barclays	Autokiniton Industrial Portfolio	No	Hard	AGNL Stamping, L.L.C.	Angelo, Gordon & Co., L.P.	0.00125%	0.02250%
	22.01	Barclays	Autokiniton Industrial - Elkton	 	 	 	 	 	 
	22.02	Barclays	Autokiniton Industrial - Bardstown	 	 	 	 	 	 
	23	KeyBank 	Mini U Storage - Brick	No	Springing	Mini U Storage Brick Limited Partnership 	Dahn Corporation	0.01000%	0.01125%
	24	BMO	Saks Fulfillment Center	No	Hard	Wilkes Barre Owner LLC	Lee Neibart and William Mack	0.00125%	0.00250%
	25	Barclays	Pompano Beach Fishing Village	No	Hard	PPA-C1, LLC, PPA-C2 LLC, PPA-E, LLC, PPA-R1 LLC, PPA-R3, LLC and PPA-R5, LLC	Richard Caster, Timothy Hernandez and Kevin Rikard	0.00125%	0.00250%
	26	AREF	Crossgates Commons	No	Hard	Washington Commons Newco LLC	Scott R. Congel, Michael P. Shanley, Bruce A. Kenan, Madeira Associates, 2018 Tuozzolo Cpt Trust u/a/d 12/30/18 and The Robert J. Congel Amended and Restated Declaration of Trust as amended	0.00125%	0.00250%
	27	AREF	Comfort Inn Wilmington	No	Hard	Port City Partners NC, LLC	Charles J. Cushman and Gary S. Curry	0.00125%	0.00250%
	28	Barclays	Casa De Palmas	No	Hard	Casa Hospitality Holdings LLC	Ashish Gaba and Alankrita Bansal	0.00125%	0.00250%
	29	AREF	Wynwood Retail	No	Hard	CJL Wynwood, LLC	Spring Green LLC and Joseph Serure	0.00125%	0.00250%
	30	BSPRT	Gateway Promenade	No	Hard	DPM Hammond Shopping Center DST	David Merrill Frank, Sterling Pardoe McGregor and The Frank 2012 Irrevocable Trust Dated February 21, 2012	0.00125%	0.00250%
	31	BMO	Park West Village	No	Soft (Residential); Hard (Commercial)	CF PWV LLC and SM PWV LLC	Meyer Chetrit and Amended and Restated 2013 LG Revocable Trust	0.00125%	0.00250%
	32	BSPRT	Courtyard Binghamton	No	Springing	Vestal Hotel LLC	Jayesh Patel and Harshal Patel	0.00125%	0.00250%
	33	Barclays	Highland Street Industrial Center	No	Springing	Fulton SpringfieldVA, LLC	George Thacker and Lawrence Charles Kaplan	0.00125%	0.00250%
	34	UBS AG	Delmont Village	No	Springing	Delmont Village Associates, L.L.C.	Jeffrey J. Feil	0.00125%	0.00250%
	35	KeyBank 	Mini U Storage - Landover Hills	No	Springing	DSI Special Situations Fund	The Conway Family Trust, dated September 10, 2001, as first amended and restatement on February 23, 2009, solely on behalf of the “Trust A” 	0.01000%	0.01125%
	36	Barclays	Extra Closet Storage - Clearwater & St. Pete	No	Springing	FultonBSH CWFL I, LLC and FultonBSH SPFL I, LLC	George Thacker, Lawrence Charles Kaplan and Richard Schontz	0.00125%	0.00250%
	36.01	Barclays	Extra Closet Storage St. Pete	 	 	 	 	 	 
	36.02	Barclays	Extra Closet Storage Clearwater	 	 	 	 	 	 
	37	Barclays	3921 Sunset Boulevard	No	Hard	3921 W. Sunset (LA), LLC	SKR Holdings, LLC	0.00125%	0.00250%



 





    	 	18	 



     


    

EXHIBIT C

FORM OF INVESTMENT REPRESENTATION LETTER


Computershare Trust Company, National Association

as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C18

[OR OTHER CERTIFICATE REGISTRAR]

Barclays Commercial Mortgage Securities
LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson


		Re:	Transfer of BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18



Ladies and Gentlemen:


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated and effective as of December 1, 2022 (the “Pooling
and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company,
National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset
Representations Reviewer, on behalf of the holders of BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series
2022-C18 in connection with the transfer by _________________ (the “Seller”) to the undersigned (the “Purchaser”)
of $_______________ aggregate [Certificate Balance][Notional Amount][__% Percentage Interest] of Class ___ Certificates (collectively,
the “Certificates”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed
to such terms in the Pooling and Servicing Agreement.


In connection with such transfer,
the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


1.       Check
one of the following:*


		☐	The Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution that is
an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D (“Regulation
D”) under the Securities Act of 1933, as amended (the “Securities Act”) or any entity in which all of the
equity owners are “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of






 



*      Purchaser must select one of the following two certifications.




    	 	Exhibit C-1	 



    


    


Regulation D (each, an “Institutional
Accredited Investor”) and has such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of its investment in the Certificates, and the Purchaser and any accounts for which it is acting are each able to
bear the economic risk of the Purchaser’s or such account’s investment. The Purchaser is acquiring the Certificates purchased
by it for its own account or for one or more accounts, each of which is an Institutional Accredited Investor, as to each of which the
Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to reimburse the Trust for any costs incurred by it in
connection with this transfer.


		☐	The Purchaser is a “qualified institutional buyer” (a “QIB”) within the
meaning of Rule 144A (“Rule 144A”) under the Securities Act. The Purchaser is aware that the transfer is
being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information required to be provided
pursuant to paragraph (d)(4)(i) of Rule 144A.



2.       The
Purchaser’s intention is to acquire the Certificates (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view to,
or for resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate) to Institutional
Accredited Investors, subject in the case of clause (ii) above to (w) the receipt by the Certificate Registrar of a letter substantially
in the form hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel acceptable to the Trustee and Certificate
Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act, (y) the receipt by the Certificate
Registrar of such other evidence acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance
with the Securities Act and other applicable laws and (z) a written undertaking to reimburse the Trust for any costs incurred by
it in connection with the proposed transfer. The Purchaser understands that the Certificates (and any subsequent Certificates) have not
been registered under the Securities Act, by reason of a specified exemption from the registration provisions of the Securities Act which
depends upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent to reoffer, resell,
pledge or transfer the Certificates only to certain investors in certain exempted transactions) as expressed herein.


3.       The
Purchaser has reviewed the Preliminary Prospectus and the Final Prospectus relating to the Registered Certificates (collectively, the
“Prospectus”) (and, with respect to Non-Registered Certificates, the Preliminary Private Placement Memorandum and the
Final Private Placement Memorandum related to such Non-Registered Certificates) and the agreements and other materials referred to therein
and has had the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated
by the Prospectus.


4.       The
Purchaser acknowledges that the Certificates (and any Certificates issued on transfer or exchange thereof) have not been registered or
qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificates cannot




    	 	Exhibit C-2	 



    


    


be reoffered, resold, pledged or otherwise
transferred unless it is registered or qualified thereunder or unless an exemption from such registration or qualification is available.


5.       The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an owner
of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects as if it were a
signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders present
and future.


6.       The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section 5.03
of the Pooling and Servicing Agreement.


7.       Check
one of the following:**


		☐	The Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal Revenue
Service (“IRS”) Form W-9 (or successor form).



		☐	The Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof, no
taxes will be required to be withheld by the Certificate Registrar (or its agent) with respect to distributions to be made on the Certificates.
The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form, as applicable),
which identifies such Purchaser as the beneficial owner of the Certificates and states that such Purchaser is not a U.S. Tax Person,
(ii) IRS Form W-8IMY (with all appropriate attachments) or (iii)]*** two
duly executed copies of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of the Certificates
and state that interest and original issue discount on the Certificates and Permitted Investments is, or is expected to be, effectively
connected with a U.S. trade or business. The Purchaser agrees to provide to the Certificate Registrar updated [IRS Form W-8BEN,
IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the case may be,]*** any applicable successor
IRS forms, or such other certifications as the Certificate Registrar may reasonably request, on or before the date that any such IRS form
or certification expires or becomes obsolete, or promptly after the occurrence of any event requiring a change in the most recent IRS
form of certification furnished by it to the Certificate Registrar.



For purposes of this paragraph 7, “U.S.
Tax Person” means a citizen or resident of the United States, a corporation or partnership (except to the extent provided in
applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State thereof or
the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, an estate whose
income is subject to United States federal income tax regardless of its source or a trust if a court within the United States is able
to


 



**
    Each Purchaser must select one of the two alternative certifications.


***
  Does not apply to a transfer of Class R Certificates.




    	 	Exhibit C-3	 



    


    


exercise primary supervision over the administration
of such trust, and one or more such U.S. Tax Persons have the authority to control all substantial decisions of such trust (or, to
the extent provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to be treated
as U.S. Tax Persons).


8.       Please
make all payments due on the Certificates:****


	 	☐	(a)    	by wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:




	 	Bank:		 



	 	ABA #:	 	 



		Account #:	 	



	 	Attention:	 	 



☐            (b)    by mailing
a check or draft to the following address:


	 	 	 
	 	 	 
	 	 	 
	 	 	 	 



9.       If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership
for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships,
trusts or other pass-through entities by a Disqualified Non-U.S. Tax Person.


	 	 
	 	 
	 	Very truly yours,
	 	 	 
	 	 
	 	[The Purchaser]
	 	 	 
	 	 	 
	 	By:   	
	 		Name:
	 		Title:





Dated: [__] [__], 2022


 





 



****   Only to be filled out by
Purchasers of Definitive Certificates. Please select (a) or (b). For holders of the Definitive Certificates, wire transfers are only
available if such holder’s Definitive Certificates have an aggregate Certificate Balance or Notional Amount, as applicable, of
at least U.S. $5,000,000.


 




    	 	Exhibit C-4	 



    


    


EXHIBIT D-1



FORM OF TRANSFEREE AFFIDAVIT

FOR TRANSFERS OF CLASS R CERTIFICATES


[Date]


Computershare Trust Company, National Association,

        as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C18

              [OR OTHER CERTIFICATE REGISTRAR]


		Re:	BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated and effective
as of December 1, 2022, between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer











	STATE OF 	)	 
	 	)	ss.:
	COUNTY OF                              	)	 


 






I, [______], under penalties
of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete, and being
first sworn, depose and say that:


1.       I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


2.       The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC” or “Trust REMIC”) designated as the (i)  “Lower-Tier REMIC”
and (ii) “Upper-Tier REMIC”, respectively, relating to the Certificates for which an election is to be made under
Section 860D of the Internal Revenue Code of 1986 (the “Code”).


3.       The
Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring the Class R
Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record or beneficial
ownership thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is any of the following: (i) the
United States, any State or political subdivision thereof, any possession of the United States or any agency or instrumentality of any
of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except




    	 	Exhibit D-1-1	 



    


    


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


4.       The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


5.       The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is [__________].


6.       No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


7.       The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base,
within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


8.       Check
the applicable paragraph:


☐       The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


(i)       the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


(ii)      the
present value of the expected future distributions on such Class R Certificate; and


(iii)    the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.




    	 	Exhibit D-1-2	 



    


    


For purposes of this calculation,
(i) the Purchaser is assumed to pay tax at the rate currently specified in Section 11(b) of the Code (but the tax rate in Section 55(b)
of the Code may be used in lieu of the corporate income tax rate specified in Section 11(b) of the Code if the Purchaser has been
subject to the alternative minimum tax under Section 55 of the Code in the preceding two years and will compute its taxable income
in the current taxable year using the alternative minimum tax rate) and (ii) present values are computed using a discount rate equal
to the short-term Federal rate prescribed by Section 1274(d) of the Code for the month of the transfer and the compounding period
used by the Purchaser.


☐       The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


(i)       the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to
which income from the Class R Certificate will only be taxed in the United States;


(ii)     at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning of
U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


(iii)    the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
Treasury Regulations Section 1.860E-1(c)(5); and


(iv)    the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax rates and
other factors specific to the Purchaser) that it has determined in good faith.


☐       None
of the above.


9.       The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and the Purchaser
intends to pay taxes associated with holding the Class R Certificates as they become due.


10.     The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


11.     The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any such transfer
if it knows or believes that any representation contained in such affidavit and agreement is false.




    	 	Exhibit D-1-3	 



    


    


12.     The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not a
Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain a Permitted
Transferee.


13.     The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


14.     The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions is
set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


15.     The
Purchaser consents to the (i) designation of the Certificate Administrator as the “partnership representative” (as defined
in Section 6223 of the Code) of each Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement and (ii) Certificate
Administrator making any elections allowed under the Code (a) to avoid the application of Section 6221 (or successor provision) to the
Trust REMICs and (b) to avoid payment by the Trust REMICs under Section 6225 of any tax, penalty, interest or other amount imposed under
the Code that would otherwise be imposed on a Holder of Class R Certificates. The Purchaser agrees, by acquiring such certificate, to
any such elections and to reasonably cooperate with the Certificate Administrator in connection with any such elections the Certificate
Administrator determines in its discretion are necessary or advisable.


Capitalized terms used but
not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


IN WITNESS WHEREOF, the Purchaser
has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________, 20__.


	 	By:	
	 		Name:
	 		Title:
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:







    	 	Exhibit D-1-4	 



    


    


On this ____ day of _______20__,
before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally appeared
______________________ and ________________________, known or proved to me to be the same persons who executed the foregoing instrument
and to be _____________________________ and ___________________________, respectively, of the Purchaser, and acknowledged to me that they
executed the same as their respective free acts and deeds and as the free act and deed of the Purchaser.


		 	 
		 	 	NOTARY PUBLIC in and for the
		 	 	State of                                 
	[SEAL]	 	 	 
	 	 	 	 
	My Commission expires:	 	 	 
				
	 	 	 	 
	 	 	 	 
	                                       	 	 	 








    	 	Exhibit D-1-5	 



    


    


EXHIBIT D-2



FORM OF TRANSFEROR LETTER FOR TRANSFERS

OF CLASS R CERTIFICATES


[Date]


Computershare Trust Company, National Association,

as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C18

[OR OTHER CERTIFICATE REGISTRAR]


		Re:	BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18 (the “Certificates”)



Ladies and Gentlemen:


This letter is delivered
to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual Certificates”). The
Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated and effective as
of December 1, 2022 (the “Pooling and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as
Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special
Servicer, Computershare Trust Company, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer. All capitalized terms used but not otherwise defined herein shall have
the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to
you, as Certificate Registrar, that:


(1)       No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will be to impede
the assessment or collection of any tax.


(2)       The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit in the form attached to the Pooling and Servicing
Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained therein is false.


(3)       The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as contemplated
by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined that the Transferee
has historically paid its debts as they became due and has found no significant evidence to indicate that the Transferee will not continue
to pay its debts as they become due in the future. The Transferor understands that the transfer of the Residual Certificates may not be
respected for United States income tax purposes (and the Transferor may continue to be liable




    	 	Exhibit D-2-1	 



    


    


for United States income taxes associated therewith)
unless the Transferor has conducted such an investigation.


	 	 
	 	Very truly yours,
	 	 	 
	 	 	(Transferor)
	 	 	 
	 	 	 
	 	By:    	
	 		Name:
	 		Title:







    	 	Exhibit D-2-2	 



    


    


EXHIBIT D-3



FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF

the RISK RETENTION cERTIFICATES


[Date]


Computershare Trust Company, National Association,

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Risk Retention Custody (CMBS) – BBCMS 2022-C18

riskretentioncustody@wellsfargo.com

        [OR OTHER CERTIFICATE REGISTRAR]


 


Barclays Capital Real Estate Inc.,

         as Retaining Sponsor

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson, Managing Director

Email: daniel.vinson@barclays.com


Barclays Commercial Mortgage Securities LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson


Rialto Capital Advisors, LLC


200 S. Biscayne Boulevard, Suite 3550

Miami, Florida 33131Attention: Liat Heller, Jeff Krasnoff, Niral Shah and Adam Singer (BBCMS 2022-C18)

Facsimile number: (305) 229-6425

Email: liat.heller@rialtocapital.com; jeff.krasnoff@rialtocapital.com, niral.shah@rialtocapital.com,


adam.singer@rialtocapital.com


 


		Re:	BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), dated and effective as of December 1, 2022, between Barclays Commercial Mortgage Securities
LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC,
as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer





    	 	Exhibit D-3-1	 



    


    


Ladies and Gentlemen:


[_____] (the “Purchaser”)
hereby certifies, represents and warrants to you, as Certificate Registrar and the “retaining sponsor” as such term is defined
in Regulation RR, that:


1.                 
The Purchaser is acquiring $[_____] Certificate Balance of the [Class E-RR][Class F-RR][Class G-RR][Class H-RR][Class J-RR] Certificates
from [_____] (the “Transferor”).


2.                 
The Purchaser is aware that the Certificate Registrar will not register any transfer of a Class [E-RR][F-RR][G-RR][H-RR][J-RR]
Certificate by the Transferor unless the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other
things, a certificate in substantially the same form as this certificate. The Purchaser expressly agrees that it will not consummate any
such transfer if it knows or believes that any representation contained in such certificate is false.


3.                 
If the Purchaser is relying on, as applicable, Final Authorization Number 2004-03E, as amended by Prohibited Transaction Exemption
2013-08 (the “Exemption”) or is an insurance company general account relying on PTCE 95-60 to cover its acquisition
of the Class [G-RR][H-RR][J-RR] Certificates, all of the conditions, as applicable, of the Exemption or of Parts I and III of PTCE 95-60
will be satisfied with respect to the acquisition of the Class [G-RR][H-RR][J-RR] Certificates.


4.                 
Check one of the following:


		☐	The transfer will occur during the Transfer Restriction Period, and the Purchaser certifies, represents
and warrants to you, as Certificate Registrar, that:



		A.	It is a “majority-owned affiliate”, as such term is defined in Regulation RR, of the Transferor
(a “Majority-Owned Affiliate”).



		B.	It is not acquiring the Class [E-RR][F-RR][G-RR][H-RR][J-RR] Certificate as a nominee, trustee or agent
for any person that is not a Majority-Owned Affiliate, and that for so long as it retains its interest in the Class [E-RR][F-RR][G-RR][H-RR][J-RR]
Certificate, it will remain a Majority-Owned Affiliate.



		C.	The transfer will comply with all applicable provisions of the Regulation RR.



		☐	The transfer will occur on or after the fifth anniversary of the Closing Date, and the Purchaser certifies,
represents and warrants to you, as Certificate Registrar, that:



		A.	The transfer will comply with all applicable provisions of Regulation RR.



		☐	The transfer will occur after the termination of the Transfer Restriction Period and the countersignature
of the Retaining Sponsor is not required.





    	 	Exhibit D-3-2	 



    


    


Capitalized terms used but
not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


IN WITNESS WHEREOF, the Purchaser
has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________, 20__.


	 	 	 
	 	By:	
	 		Name:
	 		Title:
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:










    	 	Exhibit D-3-3	 



    


    


The foregoing certificate is
hereby confirmed, and the transfer is accepted, as of the date first above written:


	 	 	 
	 	 	 
	 		BARCLAYS CAPITAL REAL ESTATE INC.,
	 	 		as Retaining Sponsor
	 	 	 	 
	 	 	 	 
	 		By:	
	 		 	Name:
	 		 	Title:
	 	 	 
	 	 	 
	 	 	[Medallion Stamp Guarantee]
	 	 	 	 
	 	 	 	 
	Barclays Commercial Mortgage Securities LLC,	 	 
	 	as Depositor		 
	 	 	 	 
	 	 	 	 
	By:		 	
	 	Name:	 	 
	 	Title:	 	 


[Medallion Stamp Guarantee]


 




    	 	Exhibit D-3-4	 



    


    


EXHIBIT D-4



FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF

THE RISK RETENTION cERTIFICATES


[Date]


Computershare Trust Company, National Association,

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Risk Retention Custody (CMBS) – BBCMS 2022-C18

riskretentioncustody@wellsfargo.com

        [OR OTHER CERTIFICATE REGISTRAR]


 


Barclays Capital Real Estate Inc.,

        as Retaining Sponsor

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson, Managing Director

Email: daniel.vinson@barclays.com


Barclays Commercial Mortgage Securities LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson


 


		Re:	BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18 (the “Certificates”)



Ladies and Gentlemen:


This is delivered to you
in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of $[_____] Certificate
Balance of the Class [E-RR][F-RR][G-RR][H-RR][J-RR] Certificates. The Certificates were issued pursuant to the Pooling and Servicing Agreement,
dated and effective as of December 1, 2022 (the “Pooling and Servicing
Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company, National
Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The Transferor hereby certifies, represents and warrants to you that:


1.                 
The transfer is in compliance with the Pooling and Servicing Agreement.


2.                 
If the Purchaser is relying on, as applicable, Final Authorization Number 2004-03E, as amended by Prohibited Transaction Exemption
2013-08 (the “Exemption”) or is an




    	 	Exhibit D-4-1	 



    


    


insurance company general account relying on
PTCE 95-60 to cover its acquisition of the Class [G-RR][H-RR][J-RR] Certificates, all of the conditions, as applicable, of the Exemption
or of Parts I and III of PTCE 95-60 will be satisfied with respect to the acquisition of the Class [G-RR][H-RR][J-RR] Certificates.


3.                 
Check one of the following:


		☐	The transfer will occur during the Transfer Restriction Period, and the Transferor certifies, represents
and warrants to you that the Transferee is a “majority-owned affiliate”, as such term is defined in Regulation RR, of the
Transferor



		☐	The transfer will occur after the termination of the Transfer Restriction Period and the countersignature
of the Retaining Sponsor is not required.



		☐	The transfer will occur on and after the fifth anniversary of the Closing Date, and the Transferor certifies,
represents and warrants to you that the Transferor has satisfied all of the conditions under the related third party purchaser agreement,
applicable to transfers by the Transferor to subsequent Third Party Purchasers.



4.                 
The Transferor understands that the Transferee has delivered to you a Transferee Certificate in the form attached to the Pooling
and Servicing Agreement as Exhibit D-3. The Transferor does not know or believe that any representation contained therein
is false.


IN WITNESS WHEREOF, the Transferor
has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________, 20__.


	 	 
	 	[TRANSFEROR]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:










    	 	Exhibit D-4-2	 



    


    


 


[DURING THE TRANSFER RESTRICTION
PERIOD]The foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


	 		BARCLAYS CAPITAL REAL ESTATE INC.,
	 	 		as Retaining Sponsor
	 	 	 	 
	 	 	 	 
	 		By:	
	 		 	Name:
	 		 	Title:
	 	 	 
	 	 	 
	 	 	[Medallion Stamp Guarantee]
	 	 	 	 
	 	 	 	 
	BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC,
	 	as Depositor		 
	 	 	 	 
	 	 	 	 
	By:		 	
	 	Name:	 	 
	 	Title:	 	 


[Medallion Stamp Guarantee]


 




    	 	Exhibit D-4-3	 



    


    


EXHIBIT E



FORM OF REQUEST FOR RELEASE


(for Custodian)


	Loan
    Information
	 	Name
    of Mortgagor:	
	 	 	 
	 	[Master
    Servicer]	 
	 	[Special Servicer]

Loan No.:	
	Custodian
	 	Name:	Computershare Trust Company, National Association

    

	 	Address:	  1055 10th
    Ave SE

    Minneapolis, Minnesota 55414

    Attention:  Document Custody Group

    BBCMS Mortgage Trust 2022-C18

    

    with a copy to cmbscustody@wellsfargo.com
	 	Custodian/Trustee

    Mortgage File No.:	
	 	 	 
	Depositor
	 	Name:	Barclays Commercial Mortgage
    Securities LLC
	 	Address:	745
                                            Seventh Avenue

                                            New York, New York 10019

                                            Attention: Daniel Vinson

	 	 	 
	 	Certificates:	BBCMS Mortgage Trust 2022-C18,

    Commercial Mortgage Pass-Through Certificates,

    Series 2022-C18


 


The undersigned [Master Servicer]
[Special Servicer] hereby requests delivery from Computershare Trust Company, National Association, as custodian (the “Custodian”)
on behalf of Computershare Trust Company, National Association, as trustee (in such capacity, the “Trustee”), for the
Holders of BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18, the documents referred to below
(the “Documents”). All capitalized terms not otherwise defined in this Request for Release shall have the meanings
given them in the Pooling and Servicing Agreement dated and effective as of December 1, 2022, between Barclays Commercial Mortgage Securities
LLC, as Depositor, Midland Loan Services,




    	 	Exhibit E-1	 



    


    


a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer (the “Pooling
and Servicing Agreement”).


	 	( )	 	 
	 	 	 	 
	 	( )	 	 
	 	 	 	 
	 	( )	 	 
	 	 	 	 
	 	( )	 	 





The undersigned [Master Servicer]
[Special Servicer] hereby acknowledges and agrees as follows:


(1)       The
[Master Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee, solely
for the purposes provided in the Pooling and Servicing Agreement.


(2)       The
[Master Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims, liens,
security interests, charges, writs of attachment or other impositions nor shall the [Master Servicer] [Special Servicer] assert or seek
to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise provided in the Pooling
and Servicing Agreement.


(3)       The
[Master Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless the Mortgage
Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds thereof have been remitted to the Collection
Account except as expressly provided in the Pooling and Servicing Agreement.


(4)       The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer] [Special
Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special Servicer] shall keep the
Documents separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s] possession, custody
or control.


	 	[____________]
	 	 	 
	 	 	 
	 	By:   	
	 		Name:
	 		Title:





Date: _________




    	 	Exhibit E-2	 



    


    


EXHIBIT F-1



FORM OF ERISA REPRESENTATION LETTER

REGARDING ERISA RESTRICTED CERTIFICATES


Computershare Trust Company, National Association

        as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C18

              [OR OTHER CERTIFICATE REGISTRAR]


Barclays Commercial Mortgage Securities LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson


		Re:	Transfer of BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18



Ladies and Gentlemen:


The undersigned (the “Purchaser”)
proposes to purchase US$[___] aggregate initial Certificate Balance in the BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through
Certificates, Series 2022-C18, Class [G-RR][H-RR][J-RR] Certificates issued pursuant to that certain Pooling and Servicing Agreement
dated and effective as of December 1, 2022 (the “Pooling and Servicing Agreement”), between Barclays Commercial Mortgage
Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital
Advisors, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator and as Trustee, and
Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used and not otherwise
defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


In connection with such transfer,
the undersigned hereby represents and warrants to you as follows:


1.       The
Purchaser is not and will not be (a) an employee benefit plan or other plan subject to the fiduciary responsibility provisions of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or to Section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA),
or any other plan that is subject to any federal, state or local law (“Similar Law”) which is, to a material extent,
similar to the foregoing provisions of ERISA or the Code (each a “Plan”) or (b) a person acting on behalf of a
Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity by such a Plan or Plans and
the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA) or using the assets
of any such Plan, other than an insurance company using the assets of its “insurance




    	 	Exhibit F-1-1	 



    


    


company general account” (as such term
is defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60) under circumstances whereby the
purchase and holding of Certificates by such insurance company will be exempt from the prohibited transaction provisions of ERISA and
the Code under Sections I and III of PTCE 95-60 (or, in the case of a Plan subject to Similar Law, where the purchase, holding and
disposition by such Plan will not constitute or result in a non-exempt violation of applicable Similar Law).


2.       The
Purchaser understands that if the Purchaser is or becomes a Person referred to in 1(a) or (b) above, such Purchaser is required to
provide to the Trustee and the Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee, the
Certificate Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee
will not constitute or result in a non-exempt “prohibited transaction” within the meaning of ERISA or Section 4975 of
the Code or a non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Certificate
Registrar, the Master Servicer, the Special Servicer, any sub-servicer, the Initial Purchasers, the Underwriters, the Asset Representations
Reviewer, the Operating Advisor or the Depositor to any obligation or liability (including obligations or liabilities under ERISA, Section 4975
of the Code or any such Similar Law) in addition to those set forth in the Pooling and Servicing Agreement, which Opinion of Counsel shall
not be at the expense of the Depositor, the Master Servicer, any sub-servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Certificate Registrar, the Operating Advisor, the Asset Representations Reviewer, the Initial Purchasers, the Underwriters or the
Trust.


IN WITNESS WHEREOF, the Purchaser
hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.


	 	 
	 	Very truly yours,
	 	 	 
	 	 
	 	[The Purchaser]
	 	 	 
	 	 	 
	 	By:    	
	 		Name:
	 		Title:







    	 	Exhibit F-1-2	 



    


    


EXHIBIT F-2



FORM OF ERISA REPRESENTATION LETTER

REGARDING CLASS R certificates


[Date]


Computershare Trust Company, National Association

        as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C18

           [OR OTHER CERTIFICATE REGISTRAR]


[Transferor]

[______]

[______]

Attention: [______]


		Re:	BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18



Ladies and Gentlemen:


The undersigned (the “Purchaser”)
proposes to purchase [[__]% Percentage Interest] in the BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates,
Series 2022-C18, Class R Certificates (the “Class R Certificate”) issued pursuant to that certain Pooling
and Servicing Agreement dated and effective as of December 1, 2022 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator
and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used
and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


In connection with such transfer,
the undersigned hereby represents and warrants to you that, with respect to the Class R Certificate, the Purchaser is not and will
not be (a) an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), or to Section 4975 of the Internal Revenue Code of 1986, as amended
(the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) or other plan that is subject to any
federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (each, a “Plan”),
or (b) a person acting on behalf of a Plan (including an entity whose underlying assets include Plan assets by reason of investment in
the entity by such a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42)
of ERISA) or using the assets of any such Plan to purchase such Class R Certificate.




    	 	Exhibit F-2-1	 



    


    


IN WITNESS WHEREOF, the Purchaser
hereby executes this ERISA Representation Letter on the ___ day of ____________, 20__.


	 	Very
    truly yours,
	 	 	 
	 	[The
    Purchaser]
	 	 	 
	 	 	 
	 	By:    	
	 		Name:
	 		Title:





Date: _______




    	 	Exhibit F-2-2	 



    


    


EXHIBIT G



FORM OF DISTRIBUTION DATE STATEMENT


See Annex B to the Prospectus.


 


 




    	 	Exhibit G-1	 



    


    


EXHIBIT H



FORM OF OMNIBUS ASSIGNMENT


[NAME OF CURRENT ASSIGNOR]
having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”) for good and valuable consideration, the receipt
and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets over and conveys, without recourse, representation
or warranty, express or implied, unto “Computershare Trust Company, National Association, as Trustee for the registered holders
of BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18 ” (the “Assignee”),
having an office at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services – BBCMS 2022-C18, its
successors and assigns, all right, title and interest of the Assignor in and to:


That certain mortgage and
security agreement, deed of trust and security agreement, deed to secure debt and security agreement, or similar security instrument (the
“Security Instrument”), and that certain Promissory Note (the “Mortgage Note”), for each of the
Mortgage Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and that certain assignment of leases and rents
given in connection therewith and all of the Assignor’s right, title and interest in any claims, collateral, insurance policies,
certificates of deposit, letters of credit, escrow accounts, performance bonds, demands, causes of action and any other collateral arising
out of and/or executed and/or delivered in or to or with respect to the Security Instrument and the Mortgage Note, together with any other
documents or instruments executed and/or delivered in connection with or otherwise related to the Security Instrument and the Mortgage
Note.


IN WITNESS WHEREOF, the Assignor
has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__].


	 	[NAME OF CURRENT ASSIGNOR]
	 	 	 
	 	 	 
	 	By:   	
	 		Name:
	 		Title:







    	 	Exhibit H-1	 



    


    


EXHIBIT I



FORM OF TRANSFER CERTIFICATE FOR RULE 144A

BOOK-ENTRY CERTIFICATE TO TEMPORARY REGULATION S

BOOK-ENTRY CERTIFICATE DURING RESTRICTED PERIOD


(Exchanges or transfers pursuant to Section 5.03(c)

of the Pooling and Servicing Agreement)


Computershare Trust Company, National Association,

        as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C18

          [OR OTHER CERTIFICATE REGISTRAR]


		Re:	BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series
2022-C18, Class [__]



Reference is hereby made
to the Pooling and Servicing Agreement dated and effective as of December 1, 2022 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]) with
the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an exchange
or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class
(CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


In connection with such request
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance with
the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation S (“Regulation S”)
under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby certify
that:


(1)       the
offer of the Certificates was not made to a person in the United States;


 



*
    Select appropriate depository.




    	 	Exhibit I-1	 



    


    


[(2)    at the time the buy
order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States;]**


[(2)    the transaction was
executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting
on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of
the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings
are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce
this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit
and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer, the Special
Servicer, the Asset Representations Reviewer and the Initial Purchasers.


	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:    	
	 		Name:
	 		Title:





Dated: _______


cc: Barclays Commercial Mortgage Securities LLC


 


 



**    Insert one of these
two provisions, which come from the definition of “offshore transaction” in Regulation S.




    	 	Exhibit I-2	 



    


    


EXHIBIT J



FORM OF TRANSFER CERTIFICATE FOR RULE 144A BOOK-ENTRY CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE AFTER RESTRICTED PERIOD


(Exchange or transfers pursuant to Section 5.03(d)

of the Pooling and Servicing Agreement)


Computershare Trust Company, National Association,

as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C18

[OR OTHER CERTIFICATE REGISTRAR]


		Re:	BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18, Class [__]



Reference is hereby made
to the Pooling and Servicing Agreement dated and effective as of December 1, 2022 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]) with
the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an exchange
or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of such Class (CINS
No. [______], ISIN No. [______], and Common Code No. [______]).


In connection with such request
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance with
the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S (“Regulation S”)
under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby certify
that:


(1)       the
offer of the Certificates was not made to a person in the United States,




    	 	Exhibit J-1	 



    


    


[(2)    at the time the buy
order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States,]*


[(2)   the transaction was
executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting
on its behalf knows that the transaction was pre-arranged with a buyer in the United States,]*


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of
the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings
are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce
this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit
and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer, the Special
Servicer, the Asset Representations Reviewer and the Initial Purchasers.


	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:    	
	 		Name:
	 		Title:





Dated: ________



cc: Barclays Commercial Mortgage Securities LLC


 





 



*     Insert one of these two
provisions, which come from the definition of “offshore transaction” in Regulation S.




    	 	Exhibit J-2	 



    


    


EXHIBIT K



FORM OF TRANSFER CERTIFICATE FOR TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE TO RULE 144A BOOK-ENTRY CERTIFICATE DURING RESTRICTED
PERIOD


(Exchange or transfers pursuant to Section 5.03(e)

of the Pooling and Servicing Agreement)


Computershare Trust Company, National Association,

         as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C18


		Re:	BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18, Class [__]



Reference is hereby made
to the Pooling and Servicing Agreement dated and effective as of December 1, 2022 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______]
and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through
the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested an exchange
or transfer of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or transferred in accordance
with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”),
to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or for one or more accounts
with respect to which the transferee exercises sole investment discretion, and the transferee and any such account is a “qualified
institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting the requirements of Rule 144A
and in accordance with any applicable securities laws of any state of the United States or other applicable jurisdiction.





 



*
    Select appropriate depository.




    	 	Exhibit K-1	 



    


    


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings
are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce
this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit
and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer, the Special
Servicer, the Asset Representations Reviewer and the Initial Purchasers.


	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:    	
	 		Name:
	 		Title:





Dated: _______



cc: Barclays Commercial Mortgage Securities LLC


 




    	 	Exhibit K-2	 



    


    


EXHIBIT L



FORM OF TRANSFER CERTIFICATE FOR TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE AFTER
RESTRICTED PERIOD


(Exchanges pursuant to Section 5.03(f)

of the Pooling and Servicing Agreement)


Computershare Trust Company, National Association,

         as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C18


		Re:	BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18, Class [__]



Reference is hereby made
to the Pooling and Servicing Agreement dated and effective as of December 1, 2022 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


[For purposes of acquiring
a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate of the Class specified above issued
under the Pooling and Servicing Agreement certifies that it is not a U.S. Person as defined by Regulation S under the Securities
Act of 1933, as amended.


We undertake to advise you
promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the Certificates
of the Class specified above held by you for our account if any applicable statement herein is not correct on such date, and in the absence
of any such notification it may be assumed that this certification applies as of such date.


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative or
legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding.


 



*
     Select, as applicable.




    	 	Exhibit L-1	 



    


    


This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


	 	Dated:______________	 






	 	 	 
	 	 	 
	 	By:	 
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.
	 	 	 








    	 	Exhibit L-2	 



    


    


EXHIBIT M



FORM OF TRANSFER CERTIFICATE FOR NON-BOOK ENTRY CERTIFICATE TO TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE


(Exchanges or transfers pursuant to Section 5.03(g)

of the Pooling and Servicing Agreement)


Computershare Trust Company, National Association,

         as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C18


		Re:	BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18, Class [__]



Reference is hereby made
to the Pooling and Servicing Agreement dated and effective as of December 1, 2022 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates for a
beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance with
the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation S (“Regulation S”)
under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby certify
that:


(1)       the
offer of the Certificates was not made to a person in the United States;


 



*
      Select appropriate depository.




    	 	Exhibit M-1	 



    


    


[(2)    at the time the buy
order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States;]**


[(2)    the transaction was
executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting
on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of
the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings
are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce
this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit
and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Initial Purchasers.


	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:    	
	 		Name:
	 		Title:





Dated: ________



cc: Barclays Commercial Mortgage Securities LLC


 





 



**     Insert one of these
two provisions, which come from the definition of “offshore transaction” in Regulation S.




    	 	Exhibit M-2	 



    


    


EXHIBIT N



FORM OF TRANSFER CERTIFICATE FOR NON-BOOK ENTRY CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE


(Exchange or transfers pursuant to Section 5.03(g)

of the Pooling and Servicing Agreement)


Computershare Trust Company, National Association,

        as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C18


		Re:	BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18, Class [__]



Reference is hereby made
to the Pooling and Servicing Agreement dated and effective as of December 1, 2022 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates for a
beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance with
the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S (“Regulation S”)
under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby certify
that:


(1)       the
offer of the Certificates was not made to a person in the United States,


[(2)    at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf
reasonably believed and believes that the transferee was outside the United States,]*


 



*
    Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.




    	 	Exhibit N-1	 



    


    


[(2)   the transaction was
executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting
on its behalf knows that the transaction was pre-arranged with a buyer in the United States,]*


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of
the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings
are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce
this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit
and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Initial Purchasers.


	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:    	
	 		Name:
	 		Title:





Dated: _______



cc: Barclays Commercial Mortgage Securities LLC


 




    	 	Exhibit N-2	 



    


    


EXHIBIT O



FORM OF TRANSFER CERTIFICATE FOR NON-BOOK ENTRY CERTIFICATE

TO RULE 144A BOOK-ENTRY CERTIFICATE


(Exchange or transfers pursuant to Section 5.03(g)

of the Pooling and Servicing Agreement)


Computershare Trust Company, National Association,

         as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C18


		Re:	BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18, Class [__]



Reference is hereby made
to the Pooling and Servicing Agreement dated and effective as of December 1, 2022 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial
interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or transferred in accordance
with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”),
to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or for one or more accounts
with respect to which the transferee exercises sole investment discretion, and the transferee and any such account is a “qualified
institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting the requirements of Rule 144A
and in accordance with any applicable securities laws of any state of the United States or other applicable jurisdiction.


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings
are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce
this certificate to any interested party in such proceeding.




    	 	Exhibit O-1	 



    


    


This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:    	
	 		Name:
	 		Title:





Dated: _______



cc: Barclays Commercial Mortgage Securities LLC




    	 	Exhibit O-2	 



    


    


EXHIBIT P-1A



FORM OF INVESTOR CERTIFICATION for Non-Borrower PartY (for Persons other than the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class
Certificateholder)


[Date]


Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C18

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


		Re:	BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18, Class [_]
Certificates



In accordance with the Pooling
and Servicing Agreement, dated and effective as of December 1, 2022 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator
and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


1.       The
undersigned is either (a) a Certificateholder, a beneficial owner or prospective purchaser of the above-referenced Class [__] Certificates
or (b) a Companion Holder (or any investment advisor or manager or other representative of the foregoing).


2.       The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


3.       In
the case that the undersigned is a Certificateholder, beneficial owner or prospective purchaser of a Certificate, the undersigned has
received a copy of the Prospectus.


4.       The
undersigned is not a Borrower Party.


5.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website and/or is requesting the information identified on the schedule attached hereto (also,
the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement. In consideration of the disclosure
to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential (except from such
outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants
and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such
Information will




    	 	Exhibit P-1A-1	 



    


    


not, without the prior written consent of the
Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part; provided, however, that the obligations
of the undersigned to keep any such Information confidential shall expire one year following the date that the undersigned receives such
Information (with respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser
of the Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5
of the Securities Act.


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall
indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred
thereby with respect to any such breach by the undersigned or any of its Representatives.


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has properly
certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s Website.


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto
by its duly authorized signatory, as of the date certified.


	 	 	 
	 	 	 
	 	By:    	
	 		Title:
	 		Company:
	 	 	Phone:





 







    	 	Exhibit P-1A-2	 



    


    


EXHIBIT P-1B



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY (FOR THE DIRECTING CERTIFICATEHOLDER AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


[Date]


	Midland Loan Services, a Division of
    PNC 

Bank, National Association

    10851 Mastin Street, Suite 700

    Overland Park, Kansas 66210

    Attention: Executive Vice President – Division 

Head

    Fax Number: (888) 706-3565

     
	Computershare Trust Company, National
    

Association

    600 South 4th Street, 7th Floor

    Minneapolis, Minnesota 55415

    Attention:  Corporate Trust Services (CMBS) – 

BBCMS 2022-C18
	Park Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BBCMS 2022-C18 Surveillance
    

Manager

    With a copy sent contemporaneously via
    email 

to cmbs.notices@parkbridgefinancial.com

     
	Rialto
    Capital Advisors, LLC

    200 S. Biscayne Boulevard, Suite 3550

    Miami, Florida 33131

Attention: Liat Heller, Jeff Krasnoff, Niral 

Shah and Adam Singer (BBCMS 2022-C18)

    Facsimile number: (305) 229-6425

    Email: liat.heller@rialtocapital.com; 

jeff.krasnoff@rialtocapital.com, 

niral.shah@rialtocapital.com,

    adam.singer@rialtocapital.com

	Computershare Trust Company, National 

Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045-1951

    Attention:  Corporate Trust Services (CMBS) – 

BBCMS Mortgage Trust 2022-C18

    trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com	 


 


		Re:	BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18, Class [__]
Certificates



In accordance with the Pooling
and Servicing Agreement, dated and effective as of December 1, 2022 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator
and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:




    	 	Exhibit P-1B-1	 



    


    


1.       The
undersigned is either the Directing Certificateholder, the Holder of a majority of the Controlling Class or a Controlling Class Certificateholder.


2.       The
undersigned has received a copy of the Prospectus.


3.       The
undersigned is not a Borrower Party.


4.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto (also,
the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure
to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential (except from such
outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants
and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such
Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers,
directors, partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser only)
or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned
will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


5.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall
indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred
thereby with respect to any such breach by the undersigned or any of its Representatives.


6.       At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver the certification
attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached as Exhibit
P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has properly
certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s Website.




    	 	Exhibit P-1B-2	 



    


    


8.       [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of this certification
in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement
to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by registered mail, postage prepaid].


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto
by its duly authorized signatory, as of the date certified.


	 	 	 
	 	 	 
	 	By:	
	 		Title:
	 		Company:
	 	 	Phone:





 




    	 	Exhibit P-1B-3	 



    


    


EXHIBIT P-1C



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY (FOR PERSONS OTHER THAN THE DIRECTING CERTIFICATEHOLDER AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


[Date]


Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C18

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax Number: (888) 706-3565


		Re:	BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18, Class [__]
Certificates



In accordance with the Pooling
and Servicing Agreement, dated and effective as of December 1, 2022 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator
and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


1.       The
undersigned is either (a) a Certificateholder, a beneficial owner or a prospective purchaser of the above-referenced Class [__] Certificates
or (b) a Companion Holder (or any investment advisor or manager or other representative of the foregoing).


2.       The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


3.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of a Certificate, the undersigned has
received a copy of the Prospectus.


4.       The
undersigned is a Borrower Party.


5.       The
undersigned is requesting access to the Distribution Date Statement pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the undersigned will keep




    	 	Exhibit P-1C-1	 



    


    


the Distribution Date Statement confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned is
subject), and such Distribution Date Statement will not, without the prior written consent of the Depositor, be otherwise disclosed by
the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep any such
Distribution Date Statement confidential shall expire one year following the date that the undersigned receives such Distribution Date
Statement (with respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser
of the Class of Certificates referenced above. The undersigned will not use or disclose the Distribution Date Statement in any manner
which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”),
or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant
to Section 5 of the Securities Act.


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall
indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred
thereby with respect to any such breach by the undersigned or any of its Representatives.


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statement on the
Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify
whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto
by its duly authorized signatory, as of the date certified.


	 	 	 
	 	 	 
	 	By:	
	 		Title:
	 		Company:
	 	 	Phone:










    	 	Exhibit P-1C-2	 



    


    


EXHIBIT P-1D



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY

(FOR THE DIRECTING CERTIFICATEHOLDER AND/OR A

CONTROLLING CLASS CERTIFICATEHOLDER)


[Date]


	
    Midland Loan Services, a Division of PNC 

Bank, National Association

    10851 Mastin Street, Suite 700

    Overland Park, Kansas 66210

    Attention: Executive Vice President – Division 

Head

    Fax Number: (888) 706-3565

     
	
    Computershare Trust Company, National 

Association

    600 South 4th Street, 7th Floor

    Minneapolis, Minnesota 55415

    Attention: Corporate Trust Services (CMBS) – 

BBCMS Mortgage Trust 2022-C18

     

	
    Park Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BBCMS 2022-C18 Surveillance 

Manager

    With a copy sent contemporaneously via email 

to cmbs.notices@parkbridgefinancial.com

     
	
    Rialto Capital Advisors, LLC

    200 S. Biscayne Boulevard, Suite 3550

    Miami, Florida 33131

Attention: Liat Heller, Jeff Krasnoff, Niral 

Shah and Adam Singer (BBCMS 2022-C18)

    Facsimile number: (305) 229-6425

    Email: liat.heller@rialtocapital.com, 

jeff.krasnoff@rialtocapital.com, 

niral.shah@rialtocapital.com, 

adam.singer@rialtocapital.com

	
    Computershare Trust Company, National 

Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045-1951

    Attention: Corporate Trust Services (CMBS) – 

BBCMS Mortgage Trust 2022-C18

    trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com

     
	 


 


		Re:	BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18, Class [__]
Certificates



In accordance with the Pooling
and Servicing Agreement, dated and effective as of December 1, 2022 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator
and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset




    	 	Exhibit P-1D-1	 



    


    


Representations Reviewer, with respect to the
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


1. The undersigned is the
Directing Certificateholder, the Holder of the majority of the Controlling Class or a Controlling Class Certificateholder.


2.       The
undersigned is a Borrower Party with respect to the following Excluded Loan(s):


[IDENTIFY EXCLUDED LOAN[(S)]
(the “Excluded Loan(s)”)]


The undersigned is not
a Borrower Party with respect to any other Mortgage Loan.


3.       The
undersigned has received a copy of the Prospectus.


4.       Except
with respect to the Excluded Loan(s), the undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain
information (the “Information”) on the Certificate Administrator’s Website [and/or is requesting the information
identified on the schedule attached hereto (also, the “Information”) pursuant to the provisions of the Pooling and
Servicing Agreement]. In consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned
will keep the Information confidential (except from such outside persons as are assisting it in making an evaluation in connection with
purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or
agencies to which the undersigned is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise
disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep any such
Information confidential shall expire one year following the date that the undersigned receives such Information (with respect to a prospective
purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the
Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would
require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


5.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the Excluded Loan(s) to the extent the undersigned receives access to such Excluded
Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information in connection with
its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall
indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Underwriters, the Initial Purchasers




    	 	Exhibit P-1D-2	 



    


    


and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


7.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly provide
any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any
employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related Borrower
Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership
interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures
in place in order to comply with the obligations described in clause (i) above.


8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has properly
certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s Website.


9.       The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered
in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed above [(a)
by overnight courier or (b) mailed by registered mail, postage prepaid].


10.     Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto
by its duly authorized signatory, as of the date certified.


	 	[Directing Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	 	 
	 	By:	
	 		Title:
	 		Company:
	 	 	Phone:



 


 









    	 	Exhibit P-1D-3	 



    


    


EXHIBIT P-1E



FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


[Date]


	
    Midland Loan Services, a Division of PNC 

Bank, National Association

    10851 Mastin Street, Suite 700

    Overland Park, Kansas 66210

    Attention: Executive Vice President – Division 

Head

    Fax Number: (888) 706-3565

     
	
    Computershare Trust Company, National 

Association

    600 South 4th Street, 7th Floor

    Minneapolis, Minnesota 55415

    Attention: Corporate Trust Services (CMBS) – 

BBCMS Mortgage Trust 2022-C18

     

	
    Park Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BBCMS 2022-C18 Surveillance 

Manager

    With a copy sent contemporaneously via email 

to cmbs.notices@parkbridgefinancial.com

     
	
    Rialto Capital Advisors, LLC

    200 S. Biscayne Boulevard, Suite 3550

    Miami, Florida 33131

Attention: Liat Heller, Jeff Krasnoff, Niral 

Shah and Adam Singer (BBCMS 2022-C18)

    Facsimile number: (305) 229-6425

    Email: liat.heller@rialtocapital.com, 

jeff.krasnoff@rialtocapital.com, 

niral.shah@rialtocapital.com, 

adam.singer@rialtocapital.com

	Computershare Trust Company, National 

Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS) – 

BBCMS Mortgage Trust 2022-C18

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com	 


 


		Re:	BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18, Class [__]
Certificates



THIS NOTICE IDENTIFIES AN
“EXCLUDED LOAN” RELATING TO THE BBCMS MORTGAGE TRUST 2022-C18, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2022-C18,
REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.13(b) OF THE POOLING AND SERVICING AGREEMENT.


In accordance with Section 3.13(b)
of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”), the
undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


1.       The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.




    	 	Exhibit P-1E-1	 



    


    


2.       The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “Excluded
Loan(s)”):


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


3.       As
of the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below information to the
addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among other things, the Certificate
Administrator’s determination as to whether a Consultation Termination Event is in effect with respect to the Excluded Loans listed
in paragraph 2 if any such mortgage loan is an Excluded Loan:


	CUSIP	Class	Outstanding
    Certificate Balance	Initial
    Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


The undersigned is not
a Borrower Party with respect to any other Mortgage Loan.


4.       Except
with respect to the Excluded Loan(s), the undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain
information (the “Information”) on the Certificate Administrator’s Website [and/or is requesting the information
identified on the schedule attached hereto (also, the “Information”) pursuant to the provisions of the Pooling and
Servicing Agreement]. In consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned
will keep the Information confidential (except from such outside persons as are assisting it in making an evaluation in connection with
purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or
agencies to which the undersigned is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise
disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep any such
Information confidential shall expire one year following the date that the undersigned receives such Information (with respect




    	 	Exhibit P-1E-2	 



    


    


to a prospective purchaser only) or is no longer
a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned will not
use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended
(the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate
not previously registered pursuant to Section 5 of the Securities Act.


5.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the Excluded Loan(s) to the extent the undersigned receives access to such Excluded
Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information in connection with
its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall
indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred
thereby with respect to any such breach by the undersigned or any of its Representatives.


7.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly provide
any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any
employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related Borrower
Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership
interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures
in place in order to comply with the obligations described in clause (i) above.


8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has properly
certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s Website.


9.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the notice
provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed
by registered mail, postage prepaid.


10.     The
undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling and Servicing
Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not permitted to access
and shall not access any Excluded Information relating to the Excluded




    	 	Exhibit P-1E-3	 



    


    


Loan(s) on the Certificate Administrator’s
Website unless and until it has (i) delivered notice of the termination of the related Excluded Controlling Class Holder status and
(ii) submitted a new investor certification in accordance with Section 3.13(b) of the Pooling and Servicing Agreement.


11.      The
undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial Purchasers
and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing this indemnity)
arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative or person acting on
its behalf of any Excluded Information relating to the Excluded Loan(s) listed in Paragraph 2 above.


Capitalized terms used but
not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto
by its duly authorized signatory, as of the date certified.


	 	[Directing Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	 	 
	 	By:   	
	 		Name:
	 		Title:





Dated: _______



cc: Barclays Commercial Mortgage Securities LLC




    	 	Exhibit P-1E-4	 



    


    


EXHIBIT P-1F



FORM OF NOTICE OF [EXCLUDED LOAN] [EXCLUDED CONTROLLING CLASS HOLDER] TO CERTIFICATE ADMINISTRATOR


[Date]


Via: Email

Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C18

cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


with a copy to:


Computershare Trust Company, National Association

8480 Stagecoach Circle

Frederick, Maryland 21701-4747

Attention: BBCMS Mortgage Trust 2022-C18


		Re:	BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18



In accordance with Section 3.13(b)
of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”), the
undersigned (the “Excluded Controlling Class Holder”) hereby directs you as follows:


1.       The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


2.       The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “Excluded
Loan(s)”):


	Loan
    Number	ODCR	Loan
    Name	Borrower
    Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


3.       The
following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the BBCMS Mortgage Trust 2022-C18 securitization should be revoked as to such users:




    	 	Exhibit P-1F-1	 



    


    





	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 





4.       The
undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such Excluded
Loan(s) on the Certificate Administrator’s Website unless and until it (i) is no longer an Excluded Controlling Class Holder
with respect to such Excluded Loan(s), (ii) has delivered notice of the termination of the related Excluded Controlling Class Holder
status and (iii) has submitted an investor certification in the form of Exhibit P-1B to the Pooling and Servicing Agreement.


Capitalized terms used but
not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto
by its duly authorized signatory, as of the date certified.


	 	[Directing Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	 	 
	 	By:   	
	 		Name:
	 		Title:





Dated: _______



cc: Barclays Commercial Mortgage Securities LLC


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,

Certificate Administrator


	 	 	 
		 	
	Name:	 	 
	Title:	 	 








    	 	Exhibit P-1F-2	 



    


    


EXHIBIT P-1G



FORM OF CERTIFICATION OF THE DIRECTING

CERTIFICATEHOLDER


[Date]


	
    Midland Loan Services, a Division of PNC 

Bank, National Association

    10851 Mastin Street, Suite 700

    Overland Park, Kansas 66210

    Attention: Executive Vice President – 

Division Head

    Fax Number: (888) 706-3565

     
	
    Computershare Trust Company, National 

Association

    600 South 4th Street, 7th Floor

    Minneapolis, Minnesota 55415

    Attention: Corporate Trust Services (CMBS) – 

BBCMS Mortgage Trust 2022-C18

     

	
    Park Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BBCMS 2022-C18 Surveillance 

Manager

    With a copy sent contemporaneously via email 

to cmbs.notices@parkbridgefinancial.com
	
    Rialto Capital Advisors, LLC

    200 S. Biscayne Boulevard, Suite 3550

    Miami, Florida 33131

Attention: Liat Heller, Jeff Krasnoff, Niral 

Shah, Adam Singer (BBCMS 2022-C18)

    Facsimile number: (305) 229-6425

    Email: liat.heller@rialtocapital.com, 

jeff.krasnoff@rialtocapital.com, 

niral.shah@rialtocapital.com, 

adam.singer@rialtocapital.com

	
    Computershare Trust Company, National 

Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045-1951

    Attention: Corporate Trust Services (CMBS) – 

BBCMS Mortgage Trust 2022-C18

    trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com

     
	 


 


		Re:	BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18



In accordance with Section 3.23
of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


1.       The
undersigned has been appointed to act as the Directing Certificateholder.


2.       The
undersigned is not a Borrower Party.




    	 	Exhibit P-1G-1	 



    


    


3.       If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices
attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


4.       [[For
Directing Certificateholders other than the initial Directing Certificateholder] The undersigned hereby certifies that an executed copy
of this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement
to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.]


5.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


BY ITS CERTIFICATION HEREOF,
the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as
of the date certified.


	 	[Directing Certificateholder]
	 	 	 
	 	 	 
	 	By:   	
	 		Name:
	 		Title:





Dated: _______



cc: Barclays Commercial Mortgage Securities LLC




    	 	Exhibit P-1G-2	 



    


    


EXHIBIT
P-2



FORM OF CERTIFICATION FOR NRSROs


[Date]


Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – BBCMS 2022-C18


		Attention:	BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18



In accordance with the requirements
for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated and effective as of December 1, 2022 (the “Pooling
and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company,
National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset
Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and
agrees as follows:


1.       The
undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates; or


2.       The
undersigned is a nationally recognized statistical rating organization and either (x) has provided the Depositor with the appropriate
certifications under Exchange Act Rule 17g-5(e), had access to the Depositor’s 17g-5 website prior to the Closing Date, is
requesting access pursuant to the Agreement to certain information (the “Information”) on such 17g-5 website pursuant
to the provisions of the Agreement, and agrees that any confidentiality agreement applicable to the undersigned with respect to the information
obtained from the Depositor’s 17g-5 website prior to the Closing Date shall also be applicable to information obtained from the
17g-5 Information Provider’s Website (including without limitation, to any information received by the Depositor for posting on
the 17g-5 Information Provider’s Website), or (y), if the undersigned did not have access to the Depositor’s 17g-5 website
prior to the Closing Date, it hereby agrees that it shall be bound by the provisions of the confidentiality agreement attached hereto
as Annex A which shall be applicable to it with respect to any information obtained from the 17g-5 Information Provider’s
Website, including any information that is obtained from the section of the 17g-5 Information Provider’s Website that hosts the
Depositor’s 17g-5 website after the Closing Date.


The undersigned shall be
deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s Website
and the 17g-5 Information Provider’s Website.


Capitalized terms used but
not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.




    	 	Exhibit P-2-1	 



    


    


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto
by its duly authorized signatory, as of the date certified.


	 	By:	
	 		Title:
	 		Company:
	 	 	Phone:





 




    	 	Exhibit P-2-2	 



    


    


ANNEX A


CONFIDENTIALITY AGREEMENT


This Confidentiality Agreement
(the “Confidentiality Agreement”) is made in connection with Barclays Capital Inc. (together with its affiliates, the
“Furnishing Entities” and each a “Furnishing Entity”) furnishing certain financial, operational,
structural and other information relating to the issuance of the BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates,
Series 2022-C18 (the “Certificates”) pursuant to the Pooling and Servicing Agreement, dated and effective as of December
1, 2022 (the “Pooling and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor
(the “Depositor”), Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator and as Trustee,
Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, and the assets underlying or referenced by
the Certificates, including the identity of, and financial information with respect to borrowers, sponsors, guarantors, managers and lessees
with respect to such assets (together, the “Collateral”) to you (the “NRSRO”) through the website
of Computershare Trust Company, National Association, as 17g-5 Information Provider under the Pooling and Servicing Agreement, including
the [section of the 17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after the Closing Date (as
defined in the Pooling and Servicing Agreement)]. Information provided by each Furnishing Entity is labeled as provided by the specific
Furnishing Entity.


		1.	Definition of Confidential Information. For purposes of this Confidentiality Agreement, the term
“Confidential Information” shall include the following information (irrespective of its source or form of communication,
including information obtained by you through access to this site) that may be furnished to you by or on behalf of a Furnishing Entity
in connection with the issuance or monitoring of a rating with respect to the Certificates: (x) all data, reports, interpretations,
forecasts, records, agreements, legal documents and other information (such information, the “Evaluation Material”)
and (y)  any of the terms, conditions or other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement,
including the status thereof; provided, however, that the term Confidential Information shall not include information which:



(a)        
was or becomes generally available to the public (including through filing with the Securities and Exchange Commission or disclosure
in an offering document) other than as a result of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i)
below) in violation of this Confidentiality Agreement;


(b)        
was or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably
believed by you to be under no obligation to maintain the information as confidential and (ii) provides it to you without any obligation
to maintain the information as confidential; or


(c)        
is independently developed by the NRSRO without reference to any Confidential Information.




    	 	Exhibit P-2-3	 



    


    


		2.	Information to Be Held in Confidence.



(a)        
You will use the Confidential Information solely for the purpose of determining or monitoring a credit rating on the Certificates
and, to the extent that any information used is derived from but does not reveal any Confidential Information, for benchmarking, modeling
or research purposes (the “Intended Purpose”).


(b)        
You acknowledge that you are aware that the United States and state securities laws impose restrictions on trading in securities
when in possession of material, non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO
Representative who is informed of the matters that are the subject of this Confidentiality Agreement to that effect.


(c)        
You will treat the Confidential Information as private and confidential. Subject to Section 4, without the prior written consent
of the applicable Furnishing Entity, you will not disclose to any person any Confidential Information, whether such Confidential Information
was furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing, you may:


(i)     
disclose the Confidential Information to any of the NRSRO’s affiliates, directors, officers, employees, legal representatives,
agents and advisors (each, a “NRSRO Representative”) who, in the reasonable judgment of the NRSRO, need to know such
Confidential Information in connection with the Intended Purpose; provided, that, prior to disclosure of the Confidential Information
to a NRSRO Representative, the NRSRO shall have taken reasonable precautions to ensure, and shall be satisfied, that such NRSRO Representative
will act in accordance with this Confidentiality Agreement;


(ii)     
solely to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5), post the Confidential
Information to the NRSRO’s password protected website; and


(iii)     
use information derived from the Confidential Information in connection with an Intended Purpose, if such derived information does
not reveal any Confidential Information.


		3.	Disclosures Required by Law. If you or any NRSRO Representative is requested or required (orally
or in writing, by interrogatory, subpoena, civil investigatory demand, request for information or documents, deposition or similar process
relating to any legal proceeding, investigation, hearing or otherwise) to disclose any Confidential Information, you agree to provide
the relevant Furnishing Entity with notice as soon as practicable (except in the case of regulatory or other governmental inquiry, examination
or investigation, and otherwise to the extent practical and permitted by law, regulation or regulatory or other governmental authority)
that a request to disclose the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective
order or other reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses. Unless
otherwise required by a court or other governmental or regulatory authority to do so, and provided that you been





    	 	Exhibit P-2-4	 



    


    


informed by written notice that the related
Furnishing Entity is seeking a protective order or other reasonable assurance for confidential treatment with respect to the requested
Confidential Information, you agree not to disclose the Confidential Information while the Furnishing Entity’s effort to obtain
such a protective order or other reasonable assurance for confidential treatment is pending. You agree to reasonably cooperate with each
Furnishing Entity in its efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded
to the portion of the Confidential Information that is being disclosed, at the sole expense of such Furnishing Entity; provided,
however, that in no event shall the NRSRO be required to take a position that such information should be entitled to receive such
a protective order or reasonable assurance as to confidential treatment. If a Furnishing Entity succeeds in obtaining a protective order
or other remedy, you agree to comply with its terms with respect to the disclosure of the Confidential Information, at the sole expense
of such Furnishing Entity. If a protective order or other remedy is not obtained or if the relevant Furnishing Entity waives compliance
with the provisions of this Confidentiality Agreement in writing, you agree to furnish only such information as you are legally required
to disclose, at the sole expense of the relevant Furnishing Entity.


		4.	Obligation to Return Evaluation Material. Promptly upon written request by or on behalf of the
relevant Furnishing Entity, all material or documents, including copies thereof, that contain Evaluation Material will be destroyed or,
in your sole discretion, returned to the relevant Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO may retain one
or more copies of any document or other material containing Evaluation Material to the extent necessary for legal or regulatory compliance
(or compliance with the NRSRO’s internal policies and procedures designed to ensure legal or regulatory compliance) and (b) the
NRSRO may retain any portion of the Evaluation Material that may be found in backup tapes or other archive or electronic media or other
documents prepared by the NRSRO and any Evaluation Material obtained in an oral communication; provided, that any Evaluation Material
so retained by the NRSRO will remain subject to this Confidentiality Agreement and the NRSRO will remain bound by the terms of this Confidentiality
Agreement.



		5.	Violations of this Confidentiality Agreement.



(a)        
The NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


(b)        
You agree promptly to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use
by any person of the Confidential Information which may come to your attention and to take all steps reasonably requested by such Furnishing
Entity to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.


(c)        
You acknowledge and agree that the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed
in the event that any of the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that each Furnishing




    	 	Exhibit P-2-5	 



    


    


Entity shall be entitled to specific performance and injunctive
relief to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof, in addition
to any other remedy to which a Furnishing Entity may be entitled at law or in equity. It is further understood and agreed that no failure
to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise of any right, power or
privilege.


		6.	Term. Notwithstanding the termination or cancellation of this Confidentiality Agreement and regardless
of whether the NRSRO has provided a credit rating on a Security, your obligations under this Confidentiality Agreement will survive indefinitely.



		7.	Governing Law. This Confidentiality Agreement and any claim, controversy or dispute arising under
the Confidentiality Agreement, the relationships of the parties and/or the interpretation and enforcement of the rights and duties of
the parties shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and
to be performed within such State.



		8.	Amendments. This Confidentiality Agreement may be modified or waived only by a separate writing
by the NRSRO and each Furnishing Entity.



		9.	Entire Agreement. This Confidentiality Agreement represents the entire agreement between you and
the Furnishing Entities relating to the treatment of Confidential Information heretofore or hereafter reviewed or inspected by you. This
agreement supersedes all other understandings and agreements between us relating to such matters; provided, however, that,
if the terms of this Confidentiality Agreement conflict with another agreement relating to the Confidential Information that specifically
states that the terms of such agreement shall supersede, modify or amend the terms of this Confidentiality Agreement, then to the extent
the terms of this Confidentiality Agreement conflict with such agreement, the terms of such agreement shall control notwithstanding acceptance
by you of the terms hereof by entry into this website.



		10.	Contact Information. Notices for each Furnishing Entity under this Confidentiality Agreement, shall
be directed as set forth below:



Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson



with a copy to:



Barclays Capital Real Estate Inc.

745 Seventh Avenue

New York, New York 10019

Attention: Lillian Tillman


 




    	 	Exhibit P-2-6	 



    


    


EXHIBIT P-3



ONLINE MARKET DATA PROVIDER CERTIFICATION


Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – BBCMS 2022-C18


		Attention:	BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18



This Certification has been prepared for
provision of information to the market data providers listed in Paragraph 1 below pursuant to the direction of the Depositor. If you represent
a Market Data Provider not listed herein and would like access to the information, please contact CTSLink at 866-846-4526, or at ctslink.customerservice@wellsfargo.com.


In accordance with the requirements
for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated and effective as of December 1, 2022 (the “Pooling
and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company,
National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset
Representations Reviewer, with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby
certifies and agrees as follows:


1.       The
undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial Management, Inc., Interactive
Data Corp., CMBS.com, Inc., Markit Group Limited, Moody’s Analytics, MBS Data, LLC, RealInsight, KBRA Analytics, Thomson Reuters
Corporation, DealView Technologies Ltd. or CRED iQ, a market data provider that has been given access to the Statements to Certificateholders,
CREFC® Reports and supplemental notices on www.ctslink.com (“CTSLink”) by request of the Depositor.


2.       The
undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified that the representation above remains
true and correct.


3.       The
undersigned acknowledges and agrees that the provision to it of information and/or reports on CTSLink is for its own use only, and agrees
that it will not disseminate or otherwise make such information available to any other person without the written consent of the Depositor.


4.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall
indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach
by the undersigned or any of its Representatives.




    	 	Exhibit P-3-1	 



    


    


5.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto
by its duly authorized signatory, as of the date certified.


	 	By:   	
	 		Title:
	 		Company:
	 	 	Phone:










    	 	Exhibit P-3-2	 



    


    


EXHIBIT Q



CUSTODIAN CERTIFICATION/EXCEPTION REPORT


[DATE]


To the Persons Listed on the attached Schedule A


		Re:	BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18



Ladies and Gentlemen:


In accordance with Section 2.02
of the Pooling and Servicing Agreement, dated and effective as of December 1, 2022 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, the undersigned,
as Custodian, hereby certifies that, except as noted on the attached Custodial Exception Report, as to each Mortgage Loan listed in the
Mortgage Loan Schedule (other than any Mortgage Loan paid in full or for which a Liquidation Event has occurred) the Custodian has, subject
to Section 2.02(c) of the Pooling and Servicing Agreement, reviewed the documents delivered to it pursuant to Section 2.01 of
the Pooling and Servicing Agreement and has determined that (i) subject to the final proviso of the definition of “Mortgage
File”, all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii) (or, with respect to clause (xii),
a copy of such letter of credit and the required officer’s certificate), if any, of the definition of “Mortgage File,”
as applicable, are in its possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Seller
have been reviewed by it or by a Custodian on its behalf and appear regular on their face and appear to be executed and to relate to such
Mortgage Loan and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage
Loan Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule”
is correct.


Capitalized words and phrases
used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement. 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Custodian
	 	 	 
	 	 	 
	 	By:   	
	 		Name:
	 		Title:







    	 	Exhibit Q-1	 



    


    


SCHEDULE A


Barclays Commercial Mortgage Securities LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson

daniel.vinson@barclays.com


with a copy to:


Barclays Capital Real Estate Inc.

745 Seventh Avenue

New York, New York

Attention: Lillian Tillman, Legal Department

Email: Lillian.tillman@barclays.com


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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax Number: (888) 706-3565


Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – BBCMS 2022-C18

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


Rialto Capital Advisors, LLC

200 S. Biscayne Boulevard, Suite 3550

Miami, Florida 33131

Attention: Liat Heller

Fax number: (305) 229-6425

Email: liat.heller@rialtocapital.com


with copies to:


Jeff Krasnoff

Facsimile number: (305) 229-6425

Email: jeff.krasnoff@rialtocapital.com


Niral Shah

Facsimile number: (305) 229-6425

Email: niral.shah@rialtocapital.com;




    	 	Exhibit Q-2	 



    


    


Adam Singer

facsimile number: (305) 229-6425

Email: adam.singer@rialtocapital.com


Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: BBCMS 2022-C18 Surveillance Manager


With a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com


RREF IV D AIV RR H, LLC

c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer

Email: josh.cromer@rialtocapital.com

Fax number: (212) 751-4646


with a copy to:



RREF IV D AIV RR H, LLC

c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Joseph Bachkosky

Email: joseph.bachkosky@rialtocapital.com

Fax number: (212) 751-4646


[APPLICABLE MORTGAGE LOAN SELLER’S NOTICE ADDRESS]


 




    	 	Exhibit Q-3	 



    


    


EXHIBIT R-1



FORM OF POWER OF ATTORNEY BY TRUSTEE FOR MASTER SERVICER


RECORDING REQUESTED BY:


 


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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax Number: (888) 706-3565

Email: NoticeAdmin@midlandls.com





 






SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY TO MIDLAND LOAN SERVICES,
A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,


FROM COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,


AS TRUSTEE, FOR THE BENEFIT OF THE HOLDERS OF


BBCMS MORTGAGE TRUST 2022-C18, COMMERCIAL MORTGAGE


PASS-THROUGH CERTIFICATES, SERIES
2022-C18


KNOW ALL BY THESE PRESENTS:


WHEREAS,
between Barclays Commercial Mortgage Securities LLC, as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer (the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer, Park Bridge Lender Services
LLC, as operating advisor and as asset representations reviewer, Computershare Trust Company, National Association, as Trustee (the “Trustee”)
and certificate administrator, entered into a Pooling and Servicing Agreement dated and effective as of December 1, 2022 (the “PSA”),
pertaining to a securitization trust formed for the benefit of the registered holders of the BBCMS Mortgage Trust 2022-C18, Commercial
Mortgage Pass-Through Certificates, Series 2022-C18 (the “Trust”), and which provides in part that the Master Servicer shall
administer and service certain “Mortgage Loan” and provide services to the “Mortgagors” as those terms are defined
in the PSA, for the benefit of the Trustee in accordance with the terms of the PSA and the Mortgage
Loan; and


WHEREAS,
pursuant to the terms of the PSA, the Master Servicer is granted certain powers, responsibilities and authority in connection with its
servicing and administration of the Mortgage Loan subject to the terms of the PSA; and


WHEREAS, the
Trustee has been requested by the Master Servicer pursuant to Section 3.0l(b) of the PSA to grant this Limited Power of Attorney to the
Master Servicer to enable the Master Servicer to execute and deliver, on behalf of the Trustee, certain




    	 	Exhibit R-1-1	 



    


    


documents and instruments related
to the Mortgage Loan thereby empowering the Master Servicer to take such actions as it deems necessary to comply with its servicing, administrative
and management duties under and in accordance with the PSA.


NOW, THEREFORE,
KNOW ALL BY THESE PRESENTS:


Computershare
Trust Company, National Association, a nationally chartered banking association, not in its individual or banking capacity, but solely
in its capacity as trustee for the registered holders of the above referenced Trust (the
“Trustee”) under the PSA, does make, constitute and appoint Midland Loan Services, a Division of PNC Bank, National Association,
with principal corporate offices at 10851 Mastin Street, Suite 700, Overland Park, Kansas
66210, as Master Servicer, by and through its designated officers, as the Trustee's true
and lawful attorney-in-fact with respect to the Mortgage Loan and each mortgaged property
and related collateral (the “Mortgaged Property”) held by the Trustee to secure
the obligations of the Mortgage Loan in its capacity as Trustee, and in Trustee's name, place and stead, to prepare, complete, execute,
deliver, record and file on behalf of the registered holders and the Trustee, and in any event in accordance with the terms of the PSA;
(i) customary consents or waivers and other instruments and documents including, without limitation, estoppel certificates, financing
statements, continuation statements, title endorsements and reports and other documents and instruments necessary to preserve and maintain
the validity, enforceability, perfection and priority of the lien on the Mortgaged Property; (ii) to consent to assignments and assumptions
or substitutions, and transfers of interest of the Mortgagors, in each case subject to and
in accordance with the terms of the Mortgage Loan and subject to the provisions of the PSA; (iii) to collect any insurance proceeds,
condemnation proceeds and liquidation proceeds in accordance with the terms of the Mortgage
Loan; (iv) to consent to any subordinate financing to be secured by any Mortgaged Property to the extent that such consent is required
pursuant to the terms of the Mortgage Loan or which otherwise is required under the PSA; (v)
to consent to the application of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged
Property or to repayment of the Mortgage Loan or otherwise, in each case in accordance with the terms of the Mortgage Loan; (vi) to execute
any and all instruments necessary or appropriate for judicial or nonjudicial foreclosure of, the taking of a deed in lieu of foreclosure
with respect to, or the conversion of title to any Mortgaged Property securing a Mortgage Loan owned by the Trustee and serviced by the
Master Servicer for the Trustee, and, consistent with the authority granted by the PSA, to take any and all actions on behalf of the
Trustee in connection with maintaining and defending the enforceability of such Mortgage Loan obligation and the collection thereof including,
without limitation, the execution of any and all instruments necessary or appropriate in defense of and for the collection and enforcement
of said Mortgage Loan obligation in accordance with the terms of the PSA; (vii) to execute and deliver documents relating to the
management, operation, maintenance, repair, leasing and marketing of the Mortgaged Properties, including agreements and requests by the
Mortgagors with respect to modifications of the management of the Mortgaged Properties or
the replacement of managers; (viii) to exercise all rights, powers and privileges granted or provided to the holder of the Mortgage Loan
under their respective terms including all rights of approval and consent thereunder; (ix) to enter into lease subordination agreements,
non-



    	 	Exhibit R-1-2	 



    


    


 



disturbance and attornment
agreements or other leasing or rental arrangements which may be requested by the Mortgagors or their tenants in accordance with the
terms of the Mortgage Loan; (x) to join the Mortgagor in granting, modifying or releasing any easements, covenants, conditions,
restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties to the extent such
does not adversely affect the value of the Mortgaged Property; (xi) to execute and
deliver, on behalf of the Trustee, any and all instruments of satisfaction or cancellation, or of partial or full release or
discharge and all other comparable instruments, with respect to the Mortgage Loan and the Mortgaged Property; (xii) to draw upon,
replace, substitute, release or amend any letters of credit standing as collateral under the Mortgage Loan; and (xiii) to apply
amounts in the various escrow accounts set up under the Mortgage Loan pursuant to the terms provided for therein.


ARTICLE I


The
enumeration of particular powers hereinabove is not intended in any way to limit the grant to the Master Servicer as the Trustee's attorney-in-fact
of full power and authority with respect to the Mortgage Loan consistent with the PSA to execute and deliver any such documents, instrument
or other writing, as fully, to all intents and purposes, as the Trustee might or could do if personally present, hereby ratifying and
confirming whatsoever such attorney-in-fact shall and may do by vi1tue hereof; and the Trustee agrees and represents to those dealing
with such attorney-in-fact that they may rely upon this limited power of attorney until termination of the limited power of attorney under
the provisions of Article III below. As between and among the Trustee, the registered holders, the Trust, and the Master Servicer, the
Master Servicer may not exercise any right, authority or power granted by this instrument in a manner which would violate the terms of
the PSA or the servicing standard imposed on the Master Servicer by the PSA, but any and all third parties dealing with the Master Servicer
as the Trustee's attorney-in-fact may rely completely, unconditionally and conclusively on the Master Servicer's authority and need not
make inquiry about whether the Master Servicer is acting pursuant to the PSA or such standard. Any purchaser, title company, recorder's
office or other third party may rely upon a written statement by the Master Servicer that any particular loan or property in question
and the release thereof is subject to and included under this power of attorney and the PSA.


ARTICLE II


Any act or
thing lawfully done by the Master Servicer, and otherwise authorized under this Limited Power of Attorney, shall be binding on the Trustee
and the Trustee's successors and assigns.


ARTICLE III


This
Limited Power of Attorney shall continue in full force and effect until the earliest occurrence of any of the following events, unless
sooner revoked in writing by the Trustee:




    	 	Exhibit R-1-3	 



    


    


		(i)	the suspension or termination of this Limited Power of Attorney by the Trustee;



 


		(ii)	the transfer of servicing under the PSA from the Master Servicer to another servicer;



 


		(iii)	the termination, resignation or removal of the Trustee as trustee of such Trust;



 


		(iv)	the appointment of a receiver or conservator with respect to the business of the Master
Servicer;



 


		(v)	the filing of a voluntary or involuntary petition in bankruptcy by or against the
Master Servicer;



 


		(vi)	the termination of the PSA; or



 


		(vii)	the termination of the Master Servicer.



 


Nothing herein
shall be deemed to amend or modify the PSA or the respective rights, duties or obligations of the Trustee, or the Master Servicer thereunder,
and nothing herein shall constitute a waiver of any rights or remedies thereunder.


[SIGNATURE ON FOLLOWING
PAGE]


 




    	 	Exhibit R-1-4	 



     


    

 


IN WITNESS WHEREOF, the Trustee has
caused this instrument to be executed and its corporate seal to be affixed hereto by its officer duly authorized as of the ___ day of
_________________.





	 	 	Computershare Trust Company, National Association, as Trustee for the benefit of the registered holders of BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18
	 	 	 	 	 
	 	 	 	 	 
	 	 	By	 
	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	Name	 
	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	Title:	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	ATTEST:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 




    	 	Exhibit R-1-5	 



     


    




	Witness	 	 
	 	 	 
	 	 	 
	 	 
	 	 	 
	Witness	 	 






 


 










	STATE OF MARYLAND	)	 
	 	 	 
	 	)	SS.
	 	 	 
	COUNTY OF HOWARD               	)	 


 






On this __ day of ________________________,
before me personally appeared _________________________ to me personally known, who, being by me duly sworn, did acknowledge and say that
s/he is the _______________________ of Computershare Trust Company, National Association, a nationally chartered banking association,
and acknowledged to me that s/he executed the foregoing instrument on behalf of Computershare Trust Company, National Association, as
Trustee, for the benefit of the registered holders of BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series
2022-C18.


		 
		Notary Public
		   My Commission expires:__________________________
	 	
	 	
	 	 
	 	 







    	 	Exhibit R-1-6	 



     


    

EXHIBIT R-2



FORM OF POWER OF ATTORNEY BY TRUSTEE FOR SPECIAL SERVICER


Rialto Capital Advisors, LLC


200 S. Biscayne Boulevard, Suite 3550

Miami, Florida 33131Attention: Liat Heller, Jeff Krasnoff, Niral Shah and Adam Singer (BBCMS 2022-C18)

Facsimile number: (305) 229-6425

Email: liat.heller@rialtocapital.com, jeff.krasnoff@rialtocapital.com, niral.shah@rialtocapital.com, adam.singer@rialtocapital.com





 






SPACE ABOVE THIS LINE FOR RECORDER’S USE 


LIMITED POWER OF ATTORNEY TO RIALTO CAPITAL ADVISORS,
LLC,


FROM COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,


AS TRUSTEE, FOR THE BENEFIT OF THE HOLDERS OF


BBCMS MORTGAGE TRUST 2022-C18, COMMERCIAL MORTGAGE


PASS-THROUGH CERTIFICATES, SERIES
2022-C18


KNOW ALL BY THESE PRESENTS:


WHEREAS,
between Barclays Commercial Mortgage Securities LLC, as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer, Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Park Bridge Lender
Services LLC, as operating advisor and as asset representations reviewer, Computershare Trust Company, National Association, as Trustee
(the “Trustee”) and certificate administrator, entered into a Pooling and Servicing Agreement dated and effective as of December
1, 2022 (the “PSA”), pertaining to a securitization trust formed for the benefit of the registered holders of the BBCMS Mortgage
Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18 (the “Trust”), and which provides in part that
the Special Servicer shall administer and service certain “Mortgage Loan” and provide services to the “Mortgagors”
as those terms are defined in the PSA, for the benefit of the Trustee in accordance with the terms of the PSA and the Mortgage
Loan; and


WHEREAS,
pursuant to the terms of the PSA, the Special Servicer is granted certain powers, responsibilities and authority in connection with its
servicing and administration of the Mortgage Loan subject to the terms of the PSA; and


WHEREAS, the
Trustee has been requested by the Special Servicer pursuant to Section 3.0l(b) of the PSA to grant this Limited Power of Attorney to the
Special Servicer to enable the Special Servicer to execute and deliver, on behalf of the Trustee, certain documents and instruments related
to the Mortgage Loan thereby empowering the Special Servicer to take such actions as it deems necessary to comply with its servicing,
administrative and management duties under and in accordance with the PSA.




    	 	Exhibit R-2-1	 



    


    



NOW, THEREFORE,
KNOW ALL BY THESE PRESENTS:


Computershare
Trust Company, National Association, a nationally chartered banking association, not in its individual or banking capacity, but solely
in its capacity as trustee for the registered holders of the above referenced Trust (the “Trustee”)
under the PSA, does make, constitute and appoint Rialto Capital Advisors, LLC, with principal corporate
offices at 200 S. Biscayne Boulevard, Suite 3550, Miami, Florida 33131, as Special Servicer,
by and through its designated officers, as the Trustee's true and lawful attorney-in-fact with respect to
the Mortgage Loan and each mortgaged property and related collateral (the “Mortgaged Property”)
held by the Trustee to secure the obligations of the Mortgage Loan in its capacity as Trustee, and in Trustee's name, place and
stead, to prepare, complete, execute, deliver, record and file on behalf of the registered holders and the Trustee, and in any event in
accordance with the terms of the PSA; (i) customary consents or waivers and other instruments and documents including, without limitation,
estoppel certificates, financing statements, continuation statements, title endorsements and reports and other documents and instruments
necessary to preserve and maintain the validity, enforceability, perfection and priority of the lien on the Mortgaged Property; (ii) to
consent to assignments and assumptions or substitutions, and transfers of interest of the
Mortgagors, in each case subject to and in accordance with the terms of the Mortgage Loan and subject to the provisions of the PSA; (iii)
to collect any insurance proceeds, condemnation proceeds and liquidation proceeds in accordance
with the terms of the Mortgage Loan; (iv) to consent to any subordinate financing to be secured by any Mortgaged Property to the extent
that such consent is required pursuant to the terms of the Mortgage Loan or which otherwise is required
under the PSA; (v) to consent to the application of any proceeds of insurance policies or condemnation awards to the restoration
of the related Mortgaged Property or to repayment of the Mortgage Loan or otherwise, in each case in accordance with the terms of the
Mortgage Loan; (vi) to execute any and all instruments necessary or appropriate for judicial or nonjudicial foreclosure of, the taking
of a deed in lieu of foreclosure with respect to, or the conversion of title to any Mortgaged Property securing a Mortgage Loan owned
by the Trustee and serviced by the Special Servicer for the Trustee, and, consistent with the authority granted by the PSA, to take any
and all actions on behalf of the Trustee in connection with maintaining and defending the enforceability of such Mortgage Loan obligation
and the collection thereof including, without limitation, the execution of any and all instruments necessary or appropriate in defense
of and for the collection and enforcement of said Mortgage Loan obligation in accordance
with the terms of the PSA; (vii) to execute and deliver documents relating to the management, operation, maintenance, repair, leasing
and marketing of the Mortgaged Properties, including agreements and requests by the Mortgagors with respect to
modifications of the management of the Mortgaged Properties or the replacement of managers; (viii) to exercise all rights, powers
and privileges granted or provided to the holder of the Mortgage Loan under their respective terms including all rights of approval and
consent thereunder; (ix) to enter into lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental
arrangements which may be requested by the Mortgagors or their tenants in accordance with the terms of the Mortgage Loan; (x) to join
the Mortgagor in granting, modifying or releasing any easements, covenants, conditions, restrictions, equitable servitudes, or land use
or zoning




    	 	Exhibit R-2-2	 



    


    


requirements with respect to the
Mortgaged Properties to the extent such does not adversely affect the value of the Mortgaged
Property; (xi) to execute and deliver, on behalf of the Trustee, any and all instruments of satisfaction or cancellation, or of partial
or full release or discharge and all other comparable instruments, with respect to the Mortgage Loan and the Mortgaged Property; (xii)
to draw upon, replace, substitute, release or amend any letters of credit standing as collateral under the Mortgage Loan; and (xiii) to
apply amounts in the various escrow accounts set up under the Mortgage Loan pursuant to the terms provided for therein.


 


ARTICLE I


The
enumeration of particular powers hereinabove is not intended in any way to limit the grant to the Special Servicer as the Trustee's attorney-in-fact
of full power and authority with respect to the Mortgage Loan consistent with the PSA to execute and deliver any such documents, instrument
or other writing, as fully, to all intents and purposes, as the Trustee might or could do if personally present, hereby ratifying and
confirming whatsoever such attorney-in-fact shall and may do by virtue hereof; and the Trustee agrees and represents to those dealing
with such attorney-in-fact that they may rely upon this limited power of attorney until termination of the limited power of attorney under
the provisions of Article III below. As between and among the Trustee, the registered holders, the Trust, and the Special Servicer, the
Special Servicer may not exercise any right, authority or power granted by this instrument in a manner which would violate the terms of
the PSA or the servicing standard imposed on the Special Servicer by the PSA, but any and all third parties dealing with the Special Servicer
as the Trustee's attorney-in-fact may rely completely, unconditionally and conclusively on the Special Servicer's authority and need not
make inquiry about whether the Special Servicer is acting pursuant to the PSA or such standard. Any purchaser, title company, recorder's
office or other third party may rely upon a written statement by the Special Servicer that any particular loan or property in question
and the release thereof is subject to and included under this power of attorney and the PSA.


ARTICLE II


Any act or
thing lawfully done by the Special Servicer, and otherwise authorized under this Limited Power of Attorney, shall be binding on the Trustee
and the Trustee's successors and assigns.


ARTICLE III


This
Limited Power of Attorney shall continue in full force and effect until the earliest occurrence of any of the following events, unless
sooner revoked in writing by the Trustee:


		(i)	the suspension or termination of this Limited Power of Attorney by the Trustee;





    	 	Exhibit R-2-3	 



    


    


 


		(ii)	the transfer of servicing under the PSA from the Special Servicer to another servicer;



 


		(iii)	the termination, resignation or removal of the Trustee as trustee of such Trust;



 


		(iv)	the appointment of a receiver or conservator with respect to the business of the Special
Servicer;



 


		(v)	the filing of a voluntary or involuntary petition in bankruptcy by or against the
Special Servicer;



 


		(vi)	the termination of the PSA; or



 


		(vii)	the termination of the Special Servicer.



 


Nothing
herein shall be deemed to amend or modify the PSA or the respective rights, duties or obligations of the Trustee, or the Special Servicer
thereunder, and nothing herein shall constitute a waiver of any rights or remedies thereunder.


 


[SIGNATURE ON FOLLOWING
PAGE]




    	 	Exhibit R-2-4	 



    


    


 


IN WITNESS WHEREOF, the Trustee has
caused this instrument to be executed and its corporate seal to be affixed hereto by its officer duly authorized as of the ___ day of
_________________.


 





	 	 	Computershare Trust Company, National Association, as Trustee for the benefit of the registered holders of BBCMS Mortgage Trust 2022-C18,
Commercial Mortgage Pass-Through Certificates, Series 2022-C18
	 	 	 	 	 
	 	 	 	 	 
	 	 	By	 
	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	Name	 
	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	Title:	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	ATTEST:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 







    	 	Exhibit R-2-5	 



    


    


 





	Witness	 	 
	 	 	 
	 	 	 
	 	 
	 	 	 
	Witness	 	 











	STATE OF MARYLAND	)	 
	 	 	 
	 	)	SS.
	 	 	 
	COUNTY OF HOWARD               	)	 








On this __ day of ________________________,
before me personally appeared _________________________ to me personally known, who, being by me duly sworn, did acknowledge and say that
s/he is the _______________________ of Computershare Trust Company, National Association, a nationally chartered banking association,
and acknowledged to me that s/he executed the foregoing instrument on behalf of Computershare Trust Company, National Association, as
Trustee, for the benefit of the registered holders of BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series
2022-C18.


 


		 
		Notary Public
		   My Commission expires:__________________________
	 	
	 	
	 	 
	 	 










    	 	Exhibit R-2-6	 



    


    


EXHIBIT S



INITIAL SERVICED COMPANION NOTEHOLDERS


	Loan	Companion
    Holder
	Rialto
    Industrial	Note
                                            A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7:

    Argentic Real Estate Finance

    31 West 27th Street, 12th Floor

    New York, New York 10001

	WRS
    Retail Portfolio	Note
                                            A-2:

    LMF Commercial, LLC

    590 Madison Avenue, 9th Floor

    New York, New York 10022

    Attention: Andrew Snow, Managing Director

    Email: andrew.snow@lmfcommercial.com

	70
    Hudson Street	Note
                                            A-2:


BBCMS 2022-C16 Commercial Mortgage
Pass-

Through Certificates, Series 2022-C16


Depositor:


Barclays Commercial Mortgage Securities
LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson

Email: daniel.vinson@barclays.com


with a copy to:


Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Attention: Lillian Tillman, Legal Department

Email: Lillian.tillman@barclays.com


Master Servicer:


Midland Loan Services, a Division of PNC
Bank, 

National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head






    	 	Exhibit S-1	 



    


    


 


	Loan	Companion
    Holder
		Fax
number: 1-888-706-3565

    with a copy to:

    Stinson LLP

    1201 Walnut Street, Suite 2900

    Kansas City, Missouri 64106-2150

    Attention: Kenda K. Tomes

    Fax number: (816) 412-9338

    Special Servicer:

    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

    Trustee:

    Wilmington Trust, National Association

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention: CMBS Trustee BBCMS 2022-C16

    Facsimile No.: (302) 636-4140

    Email: cmbstrustee@wilmingtontrust.com

    Certificate Administrator:

    Computershare Trust Company,
    National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services – BBCMS 2022-C16

    

    with a copy to:

    

    cts.cmbs.bond.admin@wellsfargo.com 

trustadministrationgroup@wellsfargo.com

    Operating Advisor:




 






    	 	Exhibit S-2	 



    


    

 


	Loan	Companion
    Holder
	 	Park
                                            Bridge Lender Services LLC

                                            600 Third Avenue, 40th Floor

                                            New York, New York 10016

                                            Attention: BBCMS 2022-C16— Surveillance Manager

                                            

                                            with copies sent contemporaneously via email to:

                                            

                                            cmbs.notices@parkbridgefinancial.com


Note A-A-3, Note A-A-4, Note A-A-5,
Note A-A-6:


Natixis Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Real Estate Administration


Note A-B:


John Hancock Life Insurance Company
(U.S.A.)


	The
    Showboat Hotel	Note
                                            A-2-1, Note A-2-2:

    Barclays Capital Real Estate
    Inc.

    745 Seventh Avenue

    New York, New York 10019

    Attention: Daniel Vinson, Managing Director

    Email: daniel.vinson@barclays.com



 




    	 	Exhibit S-3	 



    


    


EXHIBIT T



FORM OF NOTICE FOR NON-SERVICED MORTGAGE LOAN


[FOR THE PHOENIX INDUSTRIAL PORTFOLIO IX MORTGAGE LOAN, THE SAKS
FULFILLMENT CENTER MORTGAGE LOAN AND THE PARK WEST VILLAGE MORTGAGE LOAN:


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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax number: 1-888-706-3565


with a copy to:


Stinson LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Attention: Kenda K. Tomes

Fax number: (816) 412-9338]


[FOR THE HAMILTON PORTFOLIO MORTGAGE LOAN, THE AUTOKINITON INDUSTRIAL
PORTFOLIO MORTGAGE LOAN AND THE CROSSGATES COMMONS MORTGAGE LOAN:


KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

(877) 379-1625

Email: Michael_a_tilden@keybank.com


with a copy to:


Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attn: Kraig Kohring

Fax Number: (816) 753-1536


Argentic Services Company LP

500 North Central Expressway, Suite 261

Plano, Texas 75074

Attention: Andrew Hundertmark

Email: ahundertmark@argenticservices.com


with a copy to:




    	 	Exhibit T-1	 



    


    


Attention: Grace Holst

Email: GHolst@argenticservices.com]


[FOR THE WYNDHAM NATIONAL HOTEL PORTFOLIO MORTGAGE LOAN:


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

Email: commercial.servicing@wellsfargo.com



with a copy to:


K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Facsimile Number: (704) 353-3190


Rialto Capital Advisors, LLC

200 S. Biscayne Blvd., Suite 3550

Miami, Florida 33131

Attention: Liat Heller

Facsimile number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com


with copies to:


Jeff Krasnoff

Facsimile number: (305) 229-6425

E-mail: jeff.krasnoff@rialtocapital.com;


Niral Shah

Facsimile number: (305) 229-6425

E-mail: niral.shah@rialtocapital.com;


Adam Singer

facsimile number: (305) 229-6425

E-mail: adam.singer@rialtocapital.com]


[FOR THE 469 7TH AVENUE MORTGAGE LOAN:


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

10851 Mastin Street, Suite 700






    	 	Exhibit T-2	 



    


    


Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax number: 1-888-706-3565


with a copy to:


Stinson LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Attention: Kenda K. Tomes

Fax number: (816) 412-9338


Rialto Capital Advisors, LLC

200 S. Biscayne Blvd., Suite 3550

Miami, Florida 33131

Attention: Liat Heller

Facsimile number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com


with copies to:


Jeff Krasnoff

Facsimile number: (305) 229-6425

E-mail: jeff.krasnoff@rialtocapital.com;


Niral Shah

Facsimile number: (305) 229-6425

E-mail: niral.shah@rialtocapital.com;


Adam Singer

facsimile number: (305) 229-6425

E-mail: adam.singer@rialtocapital.com]


VIA EMAIL


		Re:	BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18



Ladies and Gentlemen:


As you know, [KeyBank National
Association][Midland Loan Services, a Division of PNC Bank, National Association][Wells Fargo Bank, National Association] acts as the
master servicer (the “Lead Master Servicer”) for the whole loan secured by the mortgaged propert[y][ies] identified
as [the Phoenix Industrial Portfolio IX Whole Loan][the Hamilton Portfolio Whole Loan][the Wyndham National Hotel Portfolio Whole Loan][the
469 7th Avenue Whole Loan][the Autokiniton Industrial Portfolio Whole Loan][the Saks Fulfillment Center Whole Loan][the Crossgates Commons
Whole Loan][the Park West Village Whole Loan] (the “Subject Whole Loan”) under the [BMO 2022-C3][BBCMS 2022-C17][UBS
2019-C18] [Benchmark 2022-B37] [pooling][trust] and servicing agreement (the “Lead PSA”). This is to




    	 	Exhibit T-3	 



    


    


inform you that Note [ ] of the Subject Whole
Loan (the “Subject Mortgage Loan”) has been transferred to BBCMS Mortgage Trust 2022-C18 pursuant to that certain Pooling
and Servicing Agreement, dated December 1, 2022 (the “2022-C18 Pooling Agreement”) between Barclays Commercial Mortgage
Securities LLC, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “2022-C18
Master Servicer”), Rialto Capital Advisors, LLC, as special servicer, Computershare Trust Company, National Association, as
certificate administrator (in such capacity, the “2022-C18 Certificate Administrator”) and as trustee (in such capacity,
the “2022-C18 Trustee”), and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer,
and that the 2022-C18 Trustee is the holder of the Subject Mortgage Loan.


The undersigned, as 2022-C18
Certificate Administrator, hereby directs you, in your capacity as the Lead Master Servicer of the Subject Whole Loan, to remit to the
2022-C18 Master Servicer all amounts payable to, and forward, deliver or otherwise make available, as the case may be, to the 2022-C18
Master Servicer all reports, statements, documents, communications, and other information that are to be forwarded, delivered or otherwise
made available to, the holder of the Subject Mortgage Loan under the related Intercreditor Agreement (as such term is defined in the 2022-C18
Pooling Agreement) and the Lead PSA.


The Subject Mortgage Loan
is not a Significant Obligor (as such term is defined in the 2022-C18 Pooling Agreement) under the 2022-C18 Pooling Agreement.


Thank you for your attention
to this matter.





	Date:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as
	 	 	 	Certificate Administrator for the Holders of the BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series
2022-C18
	 	 	 	 
	 	 	 	 
	 	 	By:    	 
	 	 	 	Name:
	 	 	 	Title:



 







    	 	Exhibit T-4	 



    


    


EXHIBIT U



FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


		To:	Fitch Ratings, Inc.

300 West 57th Street

New York, New York 10019

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

Email: info.cmbs@fitchratings.com



Kroll Bond Rating Agency, LLC

805 Third Avenue, 29th Floor

New York, New York 10022

Attention: CMBS Surveillance

Facsimile No.: (646) 731-2395

Email: cmbs.surveillance@kbra.com


Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10041

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


		From:	Midland Loan Services, a Division of PNC Bank, National Association, in its capacity as Master Servicer
under the Pooling and Servicing Agreement dated and effective as of December 1, 2022 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.



Date: _________, 20___







    	 	Exhibit U-1	 



    


    


 


		Re:	BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18



Mortgage Loan (the “Mortgage Loan”)
identified by loan number _____ [and loan number [_______]] on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement
and heretofore secured by the Mortgaged Properties identified on the Mortgage Loan Schedule by the following names:____________________

           ____________________


Reference is made to the
Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to such terms
in the Pooling and Servicing Agreement.


As Master Servicer under
the Pooling and Servicing Agreement, we hereby:


(a)       Notify
you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type checked
below:


____ a full defeasance
of the entire principal balance of the Mortgage Loan; or


____ a partial defeasance
of a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of $____________ or _______%
of the entire principal balance of the Mortgage Loan;


(b)     Certify
that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto, which
exceptions the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse effect on the Mortgage
Loan or the defeasance transaction:


(i)         The
Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in all material
respects in completing the defeasance.


(ii)       The
defeasance was consummated on __________, 20__.


(iii)      The
defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16)
of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for
‘AAA’ Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s Public
Finance Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal due
at maturity cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


(iv)      The
Master Servicer received an opinion of counsel (from counsel approved by the Master Servicer in accordance with the Servicing Standard)
that the defeasance will not result in an Adverse REMIC Event.




    	 	Exhibit U-2	 



    


    


(v)       The
Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”) that
is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance Criteria, as amended
to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions in its organizational documents
substantially similar to those contained in the organization documents of the original Borrower with respect to bankruptcy remoteness
and single purpose as of the date of the defeasance, and after the defeasance owns no assets other than the defeasance collateral and
real property securing Mortgage Loans included in the pool.


(vi)      The
defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P Criteria) in
the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities intermediary and
has been pledged to the Trustee on behalf of the Trust.


(vii)    The
agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf
of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds of
the defeasance collateral directly to the Master Servicer’s collection account in the amounts and on the dates specified in the
Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated loan amount for
the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents (the “Scheduled Payments”),
(iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted Investments (as defined in the Pooling and
Servicing Agreement or as defined in the documents evidencing the defeasance), (iv) permit release of surplus defeasance collateral
and earnings on reinvestment from the pledged securities account only after the Mortgage Loan has been paid in full, if any such release
is permitted, (v) prohibit transfers by the Defeasance Obligor of the defeasance collateral and subordinate liens against the
defeasance collateral, and (vi) provide for payment from sources other than the defeasance collateral or other assets of the Defeasance
Obligor of all fees and expenses of the securities intermediary for administering the defeasance and the securities account and all fees
and expenses of maintaining the existence of the Defeasance Obligor.


(viii)   The
Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved by the Master
Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without taking into
account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments after the defeasance
including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a partial defeasance) on its
Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) the revenues received in any month from
the defeasance collateral will be applied to make Scheduled Payments within four (4) months after the date of receipt, and (iii) interest
income from the defeasance collateral to the Defeasance Obligor in any calendar or fiscal year will not exceed such Defeasance Obligor’s
interest expense for the Mortgage Loan (or the allocated portion thereof in a partial defeasance) for such year.




    	 	Exhibit U-3	 



    


    


(ix)      The
Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below). The
entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of pool balance,
which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent Distribution Date
Statement received by us (the “Current Report”).


(x)        The
Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid, perfected first priority
security interest in the defeasance collateral and that the documents executed in connection with the defeasance are enforceable in accordance
with their respective terms.


(c)      Certify
that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


(d)      Certify
that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed did constitute a Servicing
Officer as of the date of the defeasance described above.


(e)      Agree
to provide copies of all items listed in Exhibit B to you upon request.




    	 	Exhibit U-4	 



    


    


 


IN WITNESS WHEREOF, the Master
Servicer has caused this Notice and Certification to be executed as of the date captioned above.


	 	MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,
	 	 	as Master Servicer
	 	 	 
	 	 	 
	 	By:    	
	 		Name:
	 		Title:







    	 	Exhibit U-5	 



    


    


EXHIBIT V



FORM OF OPERATING ADVISOR ANNUAL REPORT1


Report Date: This report will be delivered
annually no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling and Servicing Agreement, dated and effective
as of December 1, 2022 (the “Pooling and Servicing Agreement”).


Transaction: BBCMS Mortgage Trust 2022-C18,
Commercial Mortgage Pass-Through Certificates, Series 2022-C18


Operating Advisor: Park Bridge Lender Services
LLC


Special Servicer: Rialto Capital Advisors,
LLC


Directing Certificateholder: RREF IV-D AIV
RR H, LLC


 


		I.	Population of Mortgage Loans that Were Considered in Compiling this Report



		1.	The Special Servicer has notified the Operating Advisor that [●] Specially Serviced Loans were transferred
to special servicing in the prior calendar year [INSERT YEAR].



		(a)	[●] of those Specially Serviced Loans are still being analyzed by the Special Servicer as part of
the development of an Asset Status Report.



		(b)	[Final] Asset Status Reports were issued with respect to [●] of such Specially Serviced Loans. This
report is based only on the Specially Serviced Loans in respect of which an Asset Status Report has been issued. The Asset Status Reports
may not yet be fully implemented.



		2.	Prior to an Operating Advisor Consultation Event, if any Mortgage Loan is in special servicing and if
the Special Servicer has subsequently completed a Major Decision with respect to such Specially Serviced Loan, the Special Servicer has
provided the applicable fully executed Major Decision Reporting Package approved or deemed approved by the Directing Certificateholder
to the Operating Advisor.



		3.	After an Operating Advisor Consultation Event, the Special Servicer has provided to the Operating Advisor:



		(a)	with respect to each Major Decision for the following non-Specially Serviced Loans, the related Major
Decision Reporting Package and the opportunity to consult with respect to such Major Decision and recommended action:




	 	 	 
	 	 	 
	 	 	 






 



1      This report
is an indicative report and does not reflect the final form of annual report to be used in any particular year. The Operating Advisor
will have the ability to modify or alter the organization and content of any particular report, subject to the compliance with the terms
of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged Information.







    	 	Exhibit V-1	 



    


    





	 	 	 
	 	 	 
	 	 	 
	 	 	 





		(b)	with respect to following Specially Serviced Loans, each related Asset Status Report and the opportunity
to consult with respect to such recommended action:






	 	 	 





		II.	Executive Summary



Based on the requirements
and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in accordance
with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken a limited review
of the Special Servicer’s reported actions under the Pooling and Servicing Agreement on the loans identified in this report. Based
solely on such limited review and subject to the assumptions, limitations and qualifications set forth herein, the Operating Advisor believes,
in its sole discretion exercised in good faith, that the Special Servicer [is/is not] operating in compliance with the Servicing Standard
with respect to its performance of its duties under the Pooling and Servicing Agreement during the prior calendar year on a “asset-level
basis”. [The Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer has failed to
materially comply with the Servicing Standard as a result of the following material deviations.]


		●	[LIST OF MATERIAL DEVIATION ITEMS]



In addition, the Operating
Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


		●	[ADD RECOMMENDATION OF REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]



		III.	List of Items that were Considered in Compiling this Report



In rendering the assessment
set forth in this report, the Operating Advisor examined and relied upon the accuracy and the completion of the items listed below:


		1.	Any Major Decision Reporting Package that is delivered or made available to the Operating Advisor by the
Special Servicer pursuant to the Pooling and Servicing Agreement.



		2.	Reports by the Special Servicer made available to Privileged Persons that are posted on the certificate
administrator’s website that is relevant to the Operating Advisor’s obligations under the Pooling and Servicing Agreement,
each Asset Status Report (after an Operating Advisor Consultation Event), and each Final Asset Status Report, in each case, delivered
or made available to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement.





    	 	Exhibit V-2	 



    


    


		3.	The Special Servicer’s assessment of compliance report, attestation report by a third party regarding
the Special Servicer’s compliance with its obligations and net present value calculations and Appraisal Reduction Amount calculations
delivered or made available to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement.



		4.	[LIST OTHER REVIEWED INFORMATION]



		5.	[INSERT IF AFTER AN OPERATING ADVISOR CONSULTATION EVENT: Consulted with the Special Servicer as provided
under the Pooling and Servicing Agreement on Asset Status Reports for a Specially Serviced Loan delivered or made available to the Operating
Advisor pursuant to the terms of the Pooling and Servicing Agreement and with respect to Major Decisions processed by the Special Servicer.]



NOTE: The Operating
Advisor’s review of the above materials should be considered a limited review and not be considered a full or limited audit, legal
review or legal conclusion. For instance, we did not review each page of the Special Servicer’s policy and procedure manuals (including
amendments and appendices), review underlying lease agreements or similar underlying documents, re-engineer the quantitative aspects of
their net present value calculations, visit any related property, visit the Special Servicer, visit the Directing Certificateholder or
interact with any borrower. In addition, our review of the net present value calculations and Appraisal Reduction Amount calculations
is limited to the mathematical accuracy of the calculations and the corresponding application of the non-discretionary portions of the
applicable formulas, and as such, does not take into account the reasonableness of the discretionary portions of such formulas.


		IV.	Assumptions, Qualifications Related to the Work Product Undertaken and Opinions Related to this Report



		1.	As provided in the Pooling and Servicing Agreement, the Operating Advisor (i) is not required to report
on instances of non-compliance with, or deviations from, the Servicing Standard or the special servicer’s obligations under the
Pooling and Servicing Agreement that the Operating Advisor determines, in its sole discretion exercised in good faith, to be immaterial
and (ii) will not be required in the ordinary course to provide or obtain a legal opinion, legal review or legal conclusion as part of
that assessment.



		2.	In rendering our assessment herein, we have assumed that all executed factual statements, instruments,
and other documents that we have relied upon in rendering this assessment have been executed by persons with legal capacity to execute
such documents.



		3.	Other than the receipt of any Major Decision Reporting Package or any Asset Status Report that is delivered
or made available to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement, the Operating Advisor did not
participate in, or have access to, the Special Servicer’s and Directing





    	 	Exhibit V-3	 



    


    


Certificateholder’s discussion(s)
regarding any Specially Serviced Loan. The Operating Advisor does not have authority to speak with the Directing Certificateholder or
borrower directly. As such, the Operating Advisor generally relied upon the information delivered to it by the Special Servicer as well
as its interaction with the Special Servicer, if any, in gathering the relevant information to generate this report. The services that
we perform are not designed and cannot be relied upon to detect fraud or illegal acts should any exist.


		4.	The Special Servicer has the legal authority and responsibility to service any Specially Serviced Loans
pursuant to the Pooling and Servicing Agreement. The Operating Advisor has no responsibility or authority to alter the standards set forth
therein or direct the actions of the Special Servicer.



		5.	Confidentiality and other contractual limitations limit the Operating Advisor’s ability to outline
the details or substance of any communications held between it and the Special Servicer regarding any Specially Serviced Loans and certain
information it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect
all the relevant information that the Operating Advisor is given access to by the Special Servicer.



		6.	There are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially Serviced
Loans. These include, but are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve changes, etc.
The Operating Advisor does not participate in any discussions regarding such actions. As such, Operating Advisor has not assessed the
Special Servicer’s operational compliance with respect to those types of actions.



		7.	The Operating Advisor is not empowered to speak with any investors directly. If the investors have questions
regarding this report, they should address such questions to the certificate administrator through the certificate administrator’s
website.



		8.	This report does not constitute recommendations to buy, sell or hold any security, nor does the Operating
Advisor take into account market prices of securities or financial markets generally when performing its limited review of the Special
Servicer as described above. The Operating Advisor does not have a fiduciary relationship with any Certificateholder or any other party
or individual. Nothing is intended to or should be construed as creating a fiduciary relationship between the Operating Advisor and any
Certificateholder, party or individual.



Terms used but not defined herein have
the meaning set forth in the Pooling and Servicing Agreement.


 




    	 	Exhibit V-4	 



    


    


EXHIBIT W



FORM OF NOTICE FROM OPERATING ADVISOR RECOMMENDING REPLACEMENT OF SPECIAL SERVICER


Computershare Trust Company, National Association,

        as Certificate Administrator and as Trustee

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C18

Email: trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com


Rialto Capital Advisors, LLC


as Special Servicer


Rialto Capital Advisors, LLC


200 S. Biscayne Boulevard, Suite 3550


Miami, Florida 33131


Attention: Liat Heller, Jeff Krasnoff, Niral Shah and Adam Singer (BBCMS
2022-C18)


Facsimile number: (305) 229-6425


Email: liat.heller@rialtocapital.com, jeff.krasnoff@rialtocapital.com,
niral.shah@rialtocapital.com, adam.singer@rialtocapital.com


		Re:	BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18, Recommendation
of Replacement of Special Servicer



Ladies and Gentlemen:


This letter is delivered
pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated and effective as of December 1, 2022 (the “Pooling
and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company,
National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset
Representations Reviewer, on behalf of the holders of BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series
2022-C18 (the “Certificates”) regarding the replacement of the Special Servicer. Capitalized terms used and not otherwise
defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


Based upon our review of
the Special Servicer’s actions conducted pursuant to and in accordance with Section 3.26 of the Pooling and Servicing Agreement,
it is our assessment that Rialto Capital Advisors, LLC, in its current capacity as Special Servicer, is not [performing its duties under
the Pooling and Servicing Agreement][acting in accordance with the Servicing Standard]. The following factors support our assessment:
[________].




    	 	Exhibit W-1	 



    


    


Based upon such assessment,
we further hereby recommend that Rialto Capital Advisors, LLC be removed as Special Servicer and that [________] be appointed its successor
in such capacity.


	 	 
	 	 
	 	Very truly yours,
	 	 	 
	 	 
	 	[The Operating Advisor]
	 	 	 
	 	 	 
	 	By:    	
	 		Name:
	 		Title:





Dated:




    	 	Exhibit W-2	 



    


    


EXHIBIT X



FORM OF CONFIDENTIALITY AGREEMENT


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


10851 Mastin Street, Suite 700


Overland Park, Kansas 66210


Attention: Executive Vice President – Division Head


Fax Number: (888) 706-3565]


[Rialto Capital Advisors, LLC


200 S. Biscayne Boulevard, Suite 3550

Miami, Florida 33131

Attention: Liat Heller, Jeff Krasnoff, Niral Shah and Adam Singer (BBCMS 2022-C18)

Facsimile number: (305) 229-6425

Email: liat.heller@rialtocapital.com, jeff.krasnoff@rialtocapital.com, 

niral.shah@rialtocapital.com, adam.singer@rialtocapital.com]


 


		Re:	Access to Certain Information Regarding BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through
Certificates, Series 2022-C18



Ladies and Gentlemen:


Reference is hereby made
to that certain Pooling and Servicing Agreement dated and effective as of December 1, 2022 (the “Pooling and Servicing Agreement”),
among Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Defined
terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.


[Midland Loan Services, a
Division of PNC Bank, National Association (“Midland”)/Rialto Capital Advisors, LLC (“Rialto”)]
understands that [____] (the “Company”) is requesting certain confidential or non-public information relating to the
Mortgage Loans to which the Company has continuing rights as a Certificateholder. The Company is requesting such information for the purpose
of analyzing asset performance and evaluating any continuing rights the Company may have under the Trust (the “Permitted Purpose”).
The Company agrees that the Permitted Purpose shall not include the use or disclosure of the Confidential Information (as defined below)
in any manner that violates any applicable law, the Pooling and Servicing Agreement or the related mortgage loan documents.


[Midland/Rialto] will provide
the Company with certain confidential, non-public servicing information (the “Confidential Information”) pertaining
to the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company acknowledges that the Confidential Information (a) includes
or may be based upon information provided to [Midland/Rialto] by third parties, (b) may not have been verified by [Midland/Rialto],
and (c) may be incomplete or




    	 	Exhibit X-1	 



    


    


contain inaccuracies. The Company agrees that
[Midland/Rialto], the [“Master Servicer”/“Special Servicer”] (as defined in the Pooling and Servicing
Agreement) and its respective Representatives (as defined below) shall not have any liability to the Company or its Representatives resulting
from (x) any inaccuracies or omissions in the Confidential Information, (y) any use of the Confidential Information, or (z) [Midland/Rialto]’s
failure or inability to provide the Confidential Information to the Company for any reason. Notwithstanding the foregoing, the following
will not constitute “Confidential Information” for purposes of this letter agreement: (a) information that was
already in Company’s possession prior to its receipt from [Midland/Rialto]; (b) information that is obtained by Company from
a third person who, insofar as is known to Company, is not prohibited from transmitting the information to Company by a contractual, legal
or fiduciary obligation to [Midland/Rialto]; (c) information that is or becomes publicly available through no fault of Company; and
(d) information that is independently developed by Company. The term “Representatives” with respect to any entity shall
mean the officers, directors, general partners, employees, agents, affiliates, auditors and legal counsel (which may be internal counsel)
of that entity.


The Company may have access
to the Confidential Information through (at [Midland/Rialto]’s election): (i) responses to reasonable written inquiries received
from the Company, (ii) conference calls conducted on a reasonably scheduled basis with [Midland/Rialto]’s surveillance group,
or (iii) direct on-line access (read-only capacity) to the information available on the applicable [____] system or any successor
or replacement system (“System”). [Midland/Rialto] may cease or defer providing the Company with Confidential Information
in the event that (a) the Company or its Representatives violate any provision hereof, or (b) [Midland/Rialto] determines (in
its sole discretion) that such termination is necessary for any reason, including its determination that such action is required pursuant
to the terms of the Pooling and Servicing Agreement, the related Mortgage Loan documents, or any applicable law. [Midland/Rialto] shall
cease to provide the Company with Confidential Information if [Midland/Rialto] has actual knowledge that the Company or its Representatives
are affiliates of any borrower under the Mortgage Loan documents and [Midland/Rialto] determines that the provision, notice or access
to such Confidential Information would violate the accepted servicing practices or servicing standards as defined in the Pooling and Servicing
Agreement. The Company’s obligations and the restrictions applicable to the protection of the Confidential Information hereunder
shall survive the termination of the Company’s access to the Confidential Information. [Midland/Rialto]’s remedies hereunder,
at law or at equity, are cumulative and may be combined.


The Company agrees that it
will not, and it shall not permit its Representatives, to disclose the Confidential Information in any manner whatsoever to any other
person or entity, other than its Representatives (but only to the extent necessary to accomplish the Permitted Purpose) who have a need
to know the information, or as otherwise required by applicable law, court order or any governmental agency or regulator. The Company
acknowledges (i) its obligations under the U.S. federal securities laws, and (ii) that any disclosure of the Confidential
Information by it or its Representatives for any purpose other than a Permitted Purpose, in addition to being a breach of this letter
agreement, may constitute a violation of federal and state securities laws. The Company will take reasonable measures to ensure that each
Representative is advised of this letter agreement and agrees to keep the Confidential Information confidential. The Company shall be
liable for any breach of this letter agreement by its Representatives.




    	 	Exhibit X-2	 



    


    


Notwithstanding the foregoing, the Company
may subsequently provide all or any part of such Confidential Information to any other person or entity that holds or is contemplating
the purchase of any Certificate or interest therein, but only if such person or entity confirms such ownership interest or prospective
ownership interest and provided that, prior to the delivery of such Confidential Information, such persons shall have executed
and delivered to the Company an agreement that is substantially similar in form and substance to this agreement.


If the provisions of this
Agreement are breached by the Company or its Representatives, Company agrees to indemnify and hold harmless [Midland/Rialto] its successors
and assigns, from and against any resulting loss, cost, damage or expense undertaken, paid, awarded, assessed, incurred or suffered by
[Midland/Rialto]. Company shall be liable to [Midland/Rialto] for all court costs, reasonable and out of pocket attorneys’ fees
and other expenses incurred by [Midland/Rialto] in enforcing its rights under this Agreement, recovering damages and/or obtaining other
appropriate relief.


This letter agreement shall
be governed by and construed in accordance with the laws of the State of New York without the application of conflict of laws principles.
Anything herein to the contrary notwithstanding, [Midland/Rialto] intends at all times to comply with the terms and provisions of the
Pooling and Servicing Agreement and nothing in this letter agreement should be construed to limit or qualify any of [Midland/Rialto]’s
rights or obligations under the Pooling and Servicing Agreement. This letter agreement may be executed in counterparts and by facsimile/Portable
Document Format (PDF); each such counterpart shall be deemed to be an original instrument, and all such counterparts together shall constitute
one agreement.


This agreement shall terminate
with respect to the information received by the Company one year after the Company receives such information or ceases to be a Certificateholder.
Company agrees that this letter agreement supersedes and replaces and survives any click-through agreement regarding confidentiality of
Confidential Information agreed to in connection with accessing the System whether agreed to in accessing the System before or after signing
this letter agreement.




    	 	Exhibit X-3	 



    


    


 


Please have an authorized
signatory countersign in the space provided below to indicate the Company’s confirmation of, and agreement to, the matters set forth
herein.


	 	 	Very truly yours,
	 	 	 
	 		[MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION
	 	 	 	 
	 	 	 	 
	 		By:	
	 		 	Name:
	 		 	Title:]
	 	 	 
	 	 	 
	 	 	[RIALTO CAPITAL ADVISORS, LLC
	 	 	 	 
	 	 	 	 
	 	 	By:    	 
	 			Name:
	 	 	 	Title:]
	 	 	 	 
	CONFIRMED AND AGREED TO:	 	 
	 	 	 
	[COMPANY NAME]	 	 
	 	 	 	 
	By:   		 	
	 	Name:	 	 
	 	Title:	 	 







    	 	Exhibit X-4	 



    


    


EXHIBIT Y



FORM CERTIFICATION TO BE PROVIDED WITH FORM 10-K


CERTIFICATION


I, [identifying the certifying
individual], certify that:


		1.	I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed
in respect of the period covered by this report on Form 10-K of the BBCMS Mortgage Trust 2022-C18 (the “Exchange Act
periodic reports”);



		2.	Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this report;



		3.	Based on my knowledge, all of the distribution, servicing and other information required to be provided
under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;



		4.	Based on my knowledge and the servicer compliance statements required in this report under Item 1123
of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the
servicing agreements in all material respects; and



		5.	All of the reports on assessment of compliance with servicing criteria for asset-backed securities and
their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included
in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit
to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been
disclosed in this report on Form 10-K.





    	 	Exhibit Y-1	 



    


    


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: [(A) Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company,
National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset
Representations Reviewer, (B) [list other applicable parties to servicing agreements for Non-Serviced Mortgage Loans]].





	 	 
	 	 
	Date:	 	 
	 	 	 
	 	
	[Chief Executive Officer]	 
	Barclays Commercial Mortgage Securities LLC (Senior officer in charge of the securitization of the depositor)	 








    	 	Exhibit Y-2	 



    


    


EXHIBIT Z-1



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


BBCMS MORTGAGE TRUST 2022-C18 (the “Trust”)


The undersigned, __________,
a __________ of COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, on behalf of COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as
Certificate Administrator (in such capacity, the “Certificate Administrator”), under that certain Pooling and Servicing
Agreement, dated and effective as of December 1, 2022 (the “Pooling and Servicing Agreement”), entered into by Barclays
Commercial Mortgage Securities LLC (the “Depositor”), as depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as master servicer (the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer
(the “Special Servicer”), the Certificate Administrator, Computershare Trust Company, National Association, as trustee,
and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, certifies to [Name of Certifying Person(s)
for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor] and [its][their respective] officers, directors and affiliates,
to the extent that the following information is within our normal area of responsibilities and duties under the Pooling and Servicing
Agreement, and with the knowledge and intent that they will rely upon this certification, that:


		1.	I have reviewed the annual report on Form 10-K for the fiscal year 20[__] (the “Annual
Report”), and all reports on Form 10-D and Form 8-K to be filed in respect of periods included in the year covered
by the Annual Report (collectively with the Annual Report, the “Reports”), of the Trust;



		2.	To my knowledge, the Reports taken as a whole, do not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by the Annual Report;



		3.	To my knowledge, the distribution information required to be provided by the Certificate Administrator
under the Pooling and Servicing Agreement for inclusion in the Reports is included in the Reports;



		4.	I am responsible for reviewing the activities performed by the Certificate Administrator under the Pooling
and Servicing Agreement and based on my knowledge and the compliance reviews conducted in preparing the Certificate Administrator compliance
statements required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except as disclosed on any Reports,
the Certificate Administrator has fulfilled its obligations in all material respects under the Pooling and Servicing Agreement; and



		5.	The report on assessment of compliance with servicing criteria applicable to the Certificate Administrator
for asset-backed securities with respect to the Certificate Administrator or any Servicing Function Participant retained by the Certificate





    	 	Exhibit Z-1-1	 



    


    


Administrator and related attestation
report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K
for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided
to the Depositor for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports
have been provided to the Depositor for disclosure in such annual report on Form 10-K.


In giving the certifications
above, the Certificate Administrator has reasonably relied on information provided to it by the following unaffiliated persons: the Master
Servicer, the Special Servicer, the Depositor, the Trustee and/or the Custodian.


Capitalized terms used but
not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


Date:


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION
	 	 	 
	 	 	 
	 	By:   	
	 		Name:
	 		Title:







    	 	Exhibit Z-1-2	 



    


    


EXHIBIT Z-2



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


BBCMS MORTGAGE TRUST 2022-C18 (the “Trust”)


I, [identify the certifying
individual], a [_______________] of MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as Master Servicer under that
certain Pooling and Servicing Agreement, dated and effective as of December 1, 2022 (the “Pooling and Servicing Agreement”),
entered into by Barclays Commercial Mortgage Securities LLC, as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer (the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special
Servicer”), Computershare Trust Company, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”) and as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer,
on behalf of the Master Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, [Name of
the Other Depositor] and [its][their respective] officers, directors and affiliates, and with the knowledge and intent that they will
rely upon this certification, that:


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), and assuming the accuracy of the statements required to be made by the Special Servicer in the special servicer backup
certificate delivered by the Special Servicer relating to the Relevant Period, all servicing information and all reports (the “Servicer
Reports”) required to be submitted by the Master Servicer to the Certificate Administrator pursuant to Sections 3.12(b)
and (d) of the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion
in all reports on Form 10-D or Form 8-K have been submitted by the Master Servicer to the Certificate Administrator for
inclusion in these reports;



		2.	Based on my knowledge, and assuming the accuracy of the statements required to be made by the Special
Servicer in the special servicer backup certificate delivered by the Special Servicer relating to the Relevant Period, the master servicing
information contained in the Servicer Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by these reports;



		3.	I am, or a Servicing Officer under my supervision is, responsible for reviewing the activities performed
by the Master Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance reviews conducted
in preparing the servicer compliance statements required to be delivered under Article XI of the Pooling and Servicing Agreement
for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB with respect to the Master Servicer, and except as disclosed
in the compliance certificate delivered by the Master Servicer under Section 11.09 of the





    	 	Exhibit Z-2-1	 



    


    


Pooling and Servicing Agreement, the
Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects during the Relevant Period;


		4.	The accountants that are to deliver the annual attestation report on assessment of compliance with the
Relevant Servicing Criteria in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been provided all
information relating to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them
to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and



		5.	The report on assessment of compliance with servicing criteria applicable to the Master Servicer for asset-backed
securities with respect to the Master Servicer or any Servicing Function Participant retained by the Master Servicer and related attestation
report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K
for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided
to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of
noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual
report on Form 10-K.



[In giving the certification
above, I have reasonably relied on and make no certification as to information provided to me by the following unaffiliated parties: [name(s)
of third parties (including the Special Servicer, but other than a Sub-Servicer, Additional Servicer or any other third party retained
by the Master Servicer that is not a Sub-Servicer appointed pursuant to Section 3.20 of the Pooling and Servicing Agreement)] and,
notwithstanding the foregoing certifications, neither I nor the Master Servicer makes any certification under the foregoing clauses (2)
and (3) with respect to the information in the Servicer Reports that is in turn dependent upon information provided by the Special
Servicer under the Pooling and Servicing Agreement. Solely with respect to the completeness of information and reports, I do not certify
anything other than that all fields of information called for in written reports prepared by the Master Servicer have been properly completed
and that any fields that have been left blank on their face have been done so in accordance with the CREFC procedures for such report.]




    	 	Exhibit Z-2-2	 



    


    


 


Capitalized terms used but
not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


Date:


	 	[MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION
	 	 	 
	 	 	 
	 	By:   	
	 		Name:
	 		Title:]







    	 	Exhibit Z-2-3	 



    


    


EXHIBIT Z-3



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


BBCMS MORTGAGE TRUST 2022-C18 (the “Trust”)


I, [identify the certifying
individual], a [_______________ ] of Rialto Capital Advisors, LLC as Special Servicer under that certain Pooling and Servicing Agreement
dated and effective as of December 1, 2022 (the “Pooling and Servicing Agreement”), entered into by Barclays Commercial
Mortgage Securities LLC, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master
Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Computershare Trust
Company, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”) and
as trustee (in such capacity, the “Trustee”), and Park Bridge Lender Services LLC, as operating advisor and as asset
representations reviewer, on behalf of the Special Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification],
the Depositor, [Name of the Other Depositor] and [its][their respective] officers, directors and affiliates, and with the knowledge and
intent that they will rely upon this certification, that:


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all servicing information and all required reports (the “Special Servicer Reports”) required to
be submitted by the Special Servicer pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K
for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted by the Special Servicer
to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;



		2.	Based on my knowledge, the special servicing information contained in the Special Servicer Reports, taken
as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these
reports;



		3.	I am, or a Servicing Officer under my supervision is, responsible for reviewing the activities performed
by the Special Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance reviews conducted
in preparing the servicer compliance statements required to be delivered under Article XI of the Pooling and Servicing Agreement
for inclusion in the Form 10-K under Item 1123 of Regulation AB with respect to the Special Servicer, and except as disclosed
in the compliance certificate delivered by the Special Servicer under Section 11.09 of the Pooling and Servicing Agreement, the Special
Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects during the Relevant Period;



		4.	The accountants that are to deliver the annual attestation report on assessment of compliance with the
Relevant Servicing Criteria in respect of the Special Servicer with respect to the Trust’s fiscal year _____ have been provided
all information relating to the





    	 	Exhibit Z-3-1	 



    


    


Special Servicer assessment of compliance
with the Relevant Servicing Criteria, in order to enable them to conduct a review in compliance with the standards for attestation engagements
issued or adopted by the PCAOB; and


		5.	The report on assessment of compliance with servicing criteria applicable to the Special Servicer for
asset-backed securities with respect to the Special Servicer or any Servicing Function Participant retained by the Special Servicer and
related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual
report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18
and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K.
Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor
for disclosure in such annual report on Form 10-K.



Capitalized terms used but
not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


Date:


	 	RIALTO CAPITAL ADVISORS, LLC
	 	 	 
	 	 	 
	 	By:   	
	 		Name:
	 		Title:







    	 	Exhibit Z-3-2	 



    


    


EXHIBIT Z-4



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY TRUSTEE


BBCMS MORTGAGE TRUST 2022-C18 (The “Trust”)


The undersigned, __________,
a __________ of COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, on behalf of COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as
Trustee (in such capacity, the “Trustee”), under that certain Pooling and Servicing Agreement, dated and effective
as of December 1, 2022 (the “Pooling and Servicing Agreement”), entered into by Barclays Commercial Mortgage Securities
LLC, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”),
Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), the Trustee, Computershare Trust Company,
National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), and Park Bridge
Lender Services LLC, as operating advisor and as asset representations reviewer, certifies to [Name of Certifying Person(s) for Sarbanes-Oxley
Certification], the Depositor, [Name of the Other Depositor] and [its][their respective] officers, directors and affiliates, to the extent
that the following information is within our normal area of responsibilities and duties under the Pooling and Servicing Agreement, and
with the knowledge and intent that they will rely upon this certification, that:


The report on assessment of compliance
with servicing criteria applicable to the Trustee for asset-backed securities with respect to the Trustee or any Servicing Function Participant
retained by the Trustee and related attestation report on assessment of compliance with servicing criteria applicable to it required to
be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and
Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit
to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator
and the Depositor for disclosure in such annual report on Form 10-K.


Capitalized terms used but
not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


Date:


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION
	 	 	 
	 	 	 
	 	By:   	
	 		Name:
	 		Title:







    	 	Exhibit Z-4-1	 



    


    


EXHIBIT Z-5



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


BBCMS MORTGAGE TRUST 2022-C18 (the “Trust”)


I, [identify the certifying
individual], a [_______________] of Park Bridge Lender Services LLC (the “Operating Advisor”) as Operating Advisor
under that certain Pooling and Servicing Agreement dated and effective as of December 1, 2022 (the “Pooling and Servicing Agreement”),
entered into by Barclays Commercial Mortgage Securities LLC, as depositor, Midland Loan Services, a Division of PNC National Association,
as master servicer (the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special
Servicer”), Computershare Trust Company, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”) and as trustee (in such capacity, the “Trustee”), and Park Bridge Lender Services LLC, as
operating advisor and as asset representations reviewer, on behalf of the Operating Advisor, certify to [Name of Certifying Person(s)
for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor] and [its][their respective] officers, directors and affiliates,
and with the knowledge and intent that they will rely upon this certification, that:


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all information required to be submitted by the Operating Advisor to the Master Servicer, the Depositor, Trustee or
Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K
for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the “Reports”) (such information
provided by the Operating Advisor, collectively, the “Operating Advisor Periodic Information”) have been submitted
by the Operating Advisor to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion
in these reports;



		2.	Based on my knowledge, the Operating Advisor Periodic Information contained in the Reports, taken as a
whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;



		3.	The accountants that are to deliver the annual attestation report on assessment of compliance with the
Relevant Servicing Criteria in respect of the Operating Advisor with respect to the Trust’s fiscal year ________ have been provided
all information relating to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria, in order to enable
them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and



		4.	The report on assessment of compliance with servicing criteria applicable to the Operating Advisor for
asset-backed securities with respect to the Operating Advisor or





    	 	Exhibit Z-5-1	 



    


    


any Servicing Function Participant retained
by the Operating Advisor and related attestation report on assessment of compliance with servicing criteria applicable to it required
to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and
Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit
to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator
and the Depositor for disclosure in such annual report on Form 10-K.


Capitalized terms used but
not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


Date:


	 	PARK BRIDGE LENDER SERVICES LLC, as Operating Advisor
	 	 	 	 
	 	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	 	 	 
	 	 	By:    	Park Bridge Financial LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	 	 	 
	 	By:    	 
	 	 	Name:
	 	 	Title:
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 








    	 	Exhibit Z-5-2	 



    


    


EXHIBIT Z-6



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CUSTODIAN


BBCMS MORTGAGE TRUST 2022-C18 (The “Trust”)


The undersigned, __________,
a __________ of COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, on behalf of COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as
Custodian (the “Custodian”), under that certain Pooling and Servicing Agreement, dated and effective as of December
1, 2022 (the “Pooling and Servicing Agreement”), entered into by Barclays Commercial Mortgage Securities LLC, as depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”), Rialto
Capital Advisors, LLC, as special servicer (the “Special Servicer”), Computershare Trust Company, National Association,
as certificate administrator (in such capacity, the “Certificate Administrator”) and as trustee (in such capacity,
the “Trustee”), and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, certifies
to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor] and [its][their respective]
officers, directors and affiliates, to the extent that the following information is within our normal area of responsibilities and duties
under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification, that:


The report on assessment of compliance
with servicing criteria applicable to the Custodian for asset-backed securities with respect to the Custodian or any Servicing Function
Participant retained by the Custodian and related attestation report on assessment of compliance with servicing criteria applicable to
it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation
AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an
exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate
Administrator and the Depositor for disclosure in such annual report on Form 10-K.


Capitalized terms used but
not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


Date:


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION
	 	 	 
	 	 	 
	 	By:    	
	 		Name:
	 		Title:







    	 	Exhibit Z-6-1	 



    


    


EXHIBIT Z-7



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


BBCMS MORTGAGE TRUST 2022-C18 (the “Trust”)


I, [identify the certifying
individual], a [_______________] of Park Bridge Lender Services LLC (the “Asset Representations Reviewer”) as Asset
Representations Reviewer under that certain Pooling and Servicing Agreement dated and effective as of December 1, 2022 (the “Pooling
and Servicing Agreement”), entered into by Barclays Commercial Mortgage Securities LLC, as depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”), Rialto Capital Advisors,
LLC, as special servicer (the “Special Servicer”), Computershare Trust Company, National Association, as certificate
administrator (in such capacity, the “Certificate Administrator”) and as trustee (the “Trustee”),
and Park Bridge Lender Services LLC, as operating advisor and as Asset Representations Reviewer, on behalf of the Asset Representations
Reviewer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor] and
[its][their respective] officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification,
that:


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all information required to be submitted by the Asset Representations Reviewer to the Master Servicer, the Depositor,
Trustee or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual report
on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the “Reports”)
(such information provided by the Asset Representations Reviewer, collectively, the “Asset Representations Reviewer Periodic
Information”) have been submitted by the Asset Representations Reviewer to the Master Servicer, the Depositor, the Trustee or
the Certificate Administrator, as applicable, for inclusion in these reports; and



		2.	Based on my knowledge, the Asset Representations Reviewer Periodic Information contained in the Reports,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these
reports.





    	 	Exhibit Z-7-1	 



    


    


 


Capitalized terms used but
not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


Date:


	 	PARK BRIDGE LENDER SERVICES LLC, as Asset Representations Reviewer
	 	 	 	 
	 	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	 	 	 
	 	 	By:   	Park Bridge Financial LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 







    	 	Exhibit Z-7-2	 



    


    


EXHIBIT AA



SERVICING CRITERIA TO BE ADDRESSED

IN ASSESSMENT OF COMPLIANCE


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing Criteria”
applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including, without limitation, not
requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance provided by the Commission or
its staff relating to Item 1122 of Regulation AB). In addition, this Exhibit AA shall not be construed to impose on any Person
any servicing duty that is not otherwise imposed on such Person under the main body of the Pooling and Servicing Agreement of which this
Exhibit AA forms a part or to require an assessment of a criterion that is not encompassed by the servicing duties of the applicable
party that are set forth in the main body of such Pooling and Servicing Agreement. For the avoidance of doubt, for purposes of this Exhibit
AA, other than with respect to Item 1122(d)(2)(iii), references to Servicer below shall include any Sub-Servicer engaged by the
Master Servicer or the Special Servicer.


	 	APPLICABLE SERVICING CRITERIA	APPLICABLE PARTY
	Reference	Criteria	 
	 	 Servicing Considerations	 
	1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	Certificate Administrator

Master Servicer

Special Servicer
	1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	Certificate Administrator

Master Servicer

Special Servicer
	1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master Servicer

Special Servicer

Custodian (as applicable)
	1122(d)(1)(v)	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Certificate Administrator

Master Servicer

Special Servicer
	 	Cash Collection and Administration	 
	1122(d)(2)(i)	Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate Administrator

Master Servicer

Special Servicer
	1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate Administrator
	1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	Trustee
(as applicable)1

Master Servicer

Special Servicer




	1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate Administrator

Master Servicer

Special Servicer



 





 



1      Only to the extent that the Trustee was required
to make an Advance pursuant to the Pooling and Servicing Agreement during the applicable calendar year.



    	 	Exhibit AA-1	 



    


    


 


	 	APPLICABLE SERVICING CRITERIA	APPLICABLE PARTY
	Reference	Criteria	 
	 	 Servicing Considerations	 
	1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.  For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate Administrator

Master Servicer

Special Servicer
	1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	
    Certificate Administrator

    Master Servicer

    Special Servicer

	1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts.  These reconciliations (A) are mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items.  These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	Certificate Administrator

Master Servicer

Special Servicer
	 	Investor Remittances and Reporting	 
	1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements.  Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Reporting Servicer.	Certificate Administrator

Operating Advisor (with respect to A and B)
	1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	Certificate Administrator
	1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	Certificate Administrator
	1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate Administrator
	 	Pool Asset Administration	 
	1122(d)(4)(i)	Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

Master Servicer

Special Servicer
	1122(d)(4)(ii)	Mortgage loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	
    Certificate Administrator

    Master Servicer

    Special Servicer

	1122(d)(4)(iv)	Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.	Master Servicer
	1122(d)(4)(v)	The Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect to an obligor’s unpaid principal balance.	Master Servicer
	1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master Servicer

Special Servicer
	1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	Special Servicer

Operating Advisor




    	 	Exhibit AA-2	 



    


    


 


	 	APPLICABLE SERVICING CRITERIA	APPLICABLE PARTY
	Reference	Criteria	 
	 	 Servicing Considerations	 
	1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements.  Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master Servicer

Special Servicer
	1122(d)(4)(ix)	Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.	Master Servicer
	1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements.	Master Servicer




	1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master Servicer
	1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master Servicer
	1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	Master Servicer
	1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master Servicer
	1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	N/A


 


At all times that the Certificate
Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined assessment of compliance
in respect of their combined responsibilities under Section 1122 of Regulation AB.


At all times that the Master
Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer, may provide a combined assessment
of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.




    	 	Exhibit AA-3	 



    


    


EXHIBIT BB



ADDITIONAL FORM 10-D DISCLOSURE


The parties identified in
the “Party Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to disclose
to the Depositor and the Certificate Administrator (or the Master Servicer to the extent specified in Section 11.04 of the Pooling
and Servicing Agreement) any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D”
column to the extent such party has actual knowledge (and in the case of net operating income information, financial statements, annual
operating statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession) of such information
(other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer
shall be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted
from the Prospectus), in the absence of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of
the Certificate Administrator, the Trustee, the Master Servicer, and the Special Servicer shall be entitled to conclusively assume that
there is no “significant obligor” other than a party or property identified as such in the Prospectus and to assume that no
other party or property will constitute a “significant obligor” after the Cut-off Date. In no event shall the Master Servicer
or the Special Servicer be required to provide any information for inclusion in a Form 10-D that relates to any Mortgage Loan for
which the Master Servicer or the Special Servicer is not the Master Servicer or the Special Servicer, as the case may be. For this Series
2022-C18 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer
shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of
Items 1114 or 1115 of Regulation AB.


	Item on Form 10-D	Party
    Responsible
	Item 1: Distribution and
    Pool Performance Information:

    ●     Item 1121(a)(13)
    of Regulation AB

    ●     Item 1121(a)(14)
    of Regulation AB
	●     Certificate
    Administrator

    ●     Depositor

     

	Item 1A: Asset-Level Information

    ●     Item
    1111(h) of Regulation AB

    ●     Item 1125 of Regulation AB
	●     Master
    Servicer

     

	Item 1B: Asset Representations
    Reviewer and Investor Communication:

    ●     Item 1121(d)
    of Regulation AB

    ●     Item 1121(e)
    of Regulation AB
	●     Certificate
    Administrator

    ●     Depositor

    ●     Asset
    Representations Reviewer (with respect to Item 1121(d) of Regulation AB only)





    	 	Exhibit BB-1	 



    


    


 


	Item on Form 10-D	Party
    Responsible
	Item 2:  Legal
    Proceedings:	●     Master
    Servicer (as to itself)
	●     Item 1117
    of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
    are material to security holders)	●     Special
                                            Servicer (as to itself)

    ●     Certificate
    Administrator (as to itself)

    ●     Trustee
    (as to itself)

    ●     Depositor
    (as to itself)

    ●     Operating
    Advisor (as to itself)

    ●     Any
    other Reporting Servicer (as to itself)

    ●     Trustee/Certificate
    Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

    ●     Each
    Mortgage Loan Seller as to itself in its capacity as a sponsor (as defined in Regulation AB)

    ●     Originators
    under Item 1110 of Regulation AB

    ●     Party
    under Item 1100(d)(1) of Regulation AB

	Item 3:  Sale
    of Securities and Use of Proceeds	●     Depositor
	Item 4:  Defaults
    Upon Senior Securities	●     Certificate
    Administrator
	Item 5:  Submission
    of Matters to a Vote of Security Holders	●     Certificate
    Administrator
	 	 
	Item 6: Significant Obligors
    of Pool Assets:

    ●     Item 1112(b)
    of Regulation AB provided, however, that all of the following conditions shall apply:

    (a) information shall be required
    to be reported only with respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

    (b) the information to be reported
    shall consist of such quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO
    Property (as applicable), and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property),
    received or prepared by the “Party Responsible” pursuant
	●     Master
    Servicer




    	 	Exhibit BB-2	 



    


    


 





	Item on Form 10-D	Party
    Responsible
	to its obligations under Section 3.12(b)
    of this Pooling and Servicing Agreement; provided, however, that for a significant obligor under item 1101(k)(2) of
    Regulation AB, only net operating income for the most recent fiscal year and interim period is required and, if such information
    for a prior period was required but not previously reported, such information for such prior period; and

    (c) the information shall be reportable
    in the Form 10-D that relates to the Distribution Date that immediately follows the Collection Period in which the information
    was received or prepared by the “Party Responsible” as described in clause (b) above.
	●     Master
    Servicer
	Item 7: Change in Sponsor
    Interest in the Securities:

    ●Item 1124
    of Regulation AB.
	●     Each
    Mortgage Loan Seller (as to itself in its capacity as a sponsor as defined in Regulation AB)

	Item 8: Significant Enhancement
    Provider Information:

    ●Item 1114(b)(2)
    and Item 1115(b) of Regulation AB
	●     Depositor
	Item 9:  Other
    Information, but only to the extent of any information that meets all the following conditions:  (a) such information
    constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD, (b) such information is
    required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D
    relates, and (c) such information was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate
    Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party
    Responsible” with respect to such information pursuant to Exhibit DD.

    ●     Certificate
    Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account
    as of the related Distribution Date and the preceding Distribution Date)

    ●     Master
    Servicer (with respect to the balance of the Collection Account as of the related Distribution Date and the preceding Distribution
    Date)

    ●     Special
Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution Date)





    	 	Exhibit BB-3	 



    


    


 


	Item on Form 10-D	Party
    Responsible
		

    ●     Any
    other party responsible for disclosure items on Form 8-K (including each applicable Mortgage Loan Seller with respect
    to Item 1100(e) of Regulation AB to the extent material to Certificateholders)

	Item 10:
                                            Exhibits (no. 3):

    Articles of incorporation and by-laws
    (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●     Depositor
	Item 10:
                                            Exhibits (no. 4):

    With respect to instruments defining
    the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	●     Certificate
                                            Administrator

    ●     Depositor

    provided that, in each
    case, that this shall in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing
    Agreement

    provided, further,
    in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator,
    then the Depositor shall be the responsible party.

	Item 10:
                                            Exhibits (no. 10):

    Material contracts (Exhibit No. 10
    of Item 601 of Regulation S-K)
	●     Certificate
                                            Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent
                                            of any contract that satisfies all the following conditions:  (a) such
                                            contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such
                                            contract is a contract to which such party (or a subcontractor or vendor engaged by such
                                            party) is a party or that such party (or a subcontractor or vendor engaged by such party)
                                            has caused to have been executed on behalf of the Trust.

	Item 10:
                                            Exhibits (no. 22):


Published Report Regarding Matters Submitted
to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the
“Party Responsible” with respect to Item 5 above elects to publish a report containing the information required by

	●     The
                                            applicable party that is the “Party Responsible” with respect to Item 5
                                            as set forth above.





    	 	Exhibit BB-4	 



    


    


 





	Item
    on Form 10-D	Party
    Responsible
	such Item 5 above and also
    elects to report the information on Form 10-D by means of filing the published report and answering Item 5 by referencing
    the published report.
	
	Item 10: Exhibits (no. 23):

    Consents of Experts and Counsel
    (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required with
    respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement.
	●     Depositor
	Item 10: Exhibits (no. 24)

    Power of Attorney (Exhibit No. 24
    of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of
    any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.
	●     Certificate
    Administrator
	Item 10: Exhibits (no. 99)

    Additional exhibits (Exhibit No. 99
    of Item 601 of Regulation S-K)
	●     Not
    Applicable.
	Item 10: Exhibits (no. 100)

    XBRL-Related Documents (Exhibit
    No. 100 of Item 601 of Regulation S-K).
	●     Not
    Applicable.
	Item 10:  Exhibits
    (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions:  (a) such
    document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD,
    (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period
    to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K
    Disclosure”.	●     Certificate
                                            Administrator, Depositor and Trustee, in each case only to the extent that such party
                                            is the “Party Responsible” for the exhibit pursuant to Item 9(d)
                                            of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special
                                            Servicer constitutes a “Party Responsible” under Exhibit DD
                                            with respect to any exhibits to a Form 10-K); provided that,
                                            in each case, that in the event any reportable agreement is executed by the Depositor
                                            and the Trustee or Certificate Administrator, then the Depositor shall be the responsible
                                            party for this Item 10.





    	 	Exhibit BB-5	 



    


    


EXHIBIT CC



ADDITIONAL FORM 10-K DISCLOSURE


The parties identified in
the “Party Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to disclose
to the Depositor and the Certificate Administrator any information described in the corresponding Form 10-K Item described in
the “Item on Form 10-K” column to the extent such party has actual knowledge (and in the case of net operating income
information, financial statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with 1112(b)
below, possession) of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the
Master Servicer and the Special Servicer shall be entitled to rely on the accuracy of the Prospectus (other than information with respect
to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary from the Depositor
or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled
to conclusively assume that there is no “significant obligor” other than a party or property identified as such in the Prospectus
and to assume that no other party or property will constitute a “significant obligor” after the Cut-off Date. In no event
shall the Master Servicer or the Special Servicer be required to provide any information for inclusion in a Form 10-K that relates
to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the Master Servicer or the Special Servicer, as the
case may be. For this Series 2022-C18 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master
Servicer and the Special Servicer shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative
instruments within the meaning of Items 1114 or 1115 of Regulation AB.


	Item
    on Form 10-K 	Party
    Responsible
	Item 1B:  Unresolved
    Staff Comments	●     Depositor
	Item 9B:
    Other Information, but only to the extent of any information that meets all the following conditions:

    (a) such
    information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD,

    (b) such
    information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates,
    and

    (c) such information
    was not previously reported as “Additional Form 8-K Disclosure” or as “Additional Form 10-D Disclosure”
	●     Certificate
                                            Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent
                                            that such party is the “Party Responsible” with respect to such information pursuant
                                            to Exhibit DD.

	Item 15:  Exhibits,
    Financial Statement Schedules (SEE BELOW)	SEE
    BELOW




    	 	Exhibit CC-1	 



    


    


 


	Instruction
    J(2)(b) (Significant Obligors of Pool Assets) – Part 1 of 3 Parts:

    ●     Item
    1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the Prospectus,
    (ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported such information
    as “Additional Form 10-D Information”.
	●     The
    applicable Mortgage Loan Seller.
	Instruction
    J(2)(b) (Significant Obligors of Pool Assets) – Part 2 of 3 Parts:

    ●     Item
    1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the applicable
    Master Servicer has not previously reported such information or updated versions thereof as “Additional Form 10-D Information”.
	●     Depositor
	Instruction
    J(2)(b) (Significant Obligors of Pool Assets) – Part 3 of 3 Parts:

    ●     Item 1112(b)
    of Regulation AB; provided, however, that all of the following conditions shall apply:

    (a) information
    shall be required to be reported only with respect to a party or property (if any) identified as a “significant obligor”
    in the Prospectus;

    (b) the information
    to be reported shall consist of such quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property
    or REO Property (as applicable), and quarterly and annual financial statements of the related Borrower (except in the case of an
    REO Property), received or prepared by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this
    Pooling and Servicing Agreement; provided, however, that for a significant obligor
	●     Master
    Servicer




    	 	Exhibit CC-2	 



    


    


 


	described
    under item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal year and interim period is required
    and, if such information for a prior period was required but not previously reported, such information for such prior period; and

    (c) the information
    shall be reportable only to the extent that is has not previously been reported as “Additional Form 10-D Information”.
	
	Instruction
    J(2)(c) (Significant Enhancement Provider Information):

    ●     Items 1114(b)(2)
    and 1115(b) of Regulation AB
	●     Depositor
	Instruction
    J(2)(d) (Legal Proceedings):

    ●     Item 1117
    of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that are
    material to security holders)
	●     Master
    Servicer (as to itself)

    ●     Special
    Servicer (as to itself)

    ●     Certificate
    Administrator (as to itself)

    ●     Trustee
    (as to itself)

    ●     Depositor
    (as to itself)

    ●     Trustee/Certificate
    Administrator / Master Servicer/Depositor/ Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

    ●     Each
    Mortgage Loan Seller as sponsor (as defined in Regulation AB)

    ●     Originators
    under Item 1110 of Regulation AB

    ●     Party
    under Item 1100(d)(1) of Regulation AB



	
    Instruction J(2)(e) (Affiliations and Certain
    Relationships and Related Transactions) – Part 1 of 2 Parts:

    1119(a) of Regulation AB,

    
	
    ●     Master
Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, Special Servicer or
a sub-servicer retained by it meeting any of the 




    	 	Exhibit CC-3	 



    


    


 


 


	but only
    the existence and (if existent) how there is (that is, the nature of) any affiliation between itself (that is, the particular “Party
    Responsible”), on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan
    Seller, (3) the Trust and (4) any other party listed under this item as a “Party Responsible”; provided,
    however, that an affiliation need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus
    or if it was previously reported as “Additional Form 10-K Disclosure”.

    and

    ●     1119(b)
    of Regulation AB,

    but only the
    existence and (if existent) the general character of any business relationship, agreement, arrangement, transaction or understanding
    that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length
    transaction with an unrelated third party (apart from the Series 2022-C18 transaction) between itself (that is, the particular “Party
    Responsible”) or any of its affiliates, on the one hand, and any one or more of the following, on the other: (1) the Depositor,
    (2) any Mortgage Loan Seller, and (3) the Trust; provided, however, that a relationship, agreement, arrangement, transaction
    or understanding (A) must be reported only if it then exists or existed within the two prior years, (B) need not be reported if it
    is not material to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable
    Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

    and

    ●     1119(c)
    of Regulation AB,

    but only
    the existence and (if existent) a
	descriptions
    in Item 1108(a)(3)).

    ●     Special
    Servicer

    ●     Certificate
    Administrator

    ●     Trustee

    ●     Each
    party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator” of one or
    more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more of the assets of the
    Trust at the date of the Prospectus (provided that such a party shall no longer constitute a “Party Responsible” under
    this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing Agreement to the
    effect that such party no longer constitutes an originator of 10% or more of the assets of the Trust).

    ●     Each
    party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more of the
    assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered to the parties
    to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which the Form 10-K
    is due.

    ●     Each
    party (if any) that is identified in the Prospectus as an “other material party to the securities or transaction” (or
    substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible”
    under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing Agreement to





    	 	Exhibit CC-4	 



    


    


 


	
    description (including the terms and
approximate dollar amount) of any specific relationship involving or related to the Series 2022-C18 transaction or the Mortgage Loans
between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one hand, and any one or more
of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided, however,
that a relationship (A) must be reported only if it then exists or existed within the two prior years, (B) need not be reported if it
is not material to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable
Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.
	
    the effect
that such party no longer constitutes a material party for purposes of Regulation AB.

    ●     Each
    party (if any) that that is specifically identified as an “other material party to the securities or transaction for purposes of
    Regulation AB and the upcoming Form 10-K” (or substantially similar phrasing) in a written notice delivered by the Depositor to
    the parties to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which the Form
    10-K is due.

	
    Instruction J(2)(e) (Affiliations and Certain
    Relationships and Related Transactions) – Part 2 of 2 Parts:

    1119(a) of Regulation AB,

    But only the existence and (if existent) how
    there is any affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and any one or more
    of the parties listed under the preceding item as a “Party Responsible”, on the other; provided, however,
    that an affiliation need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was
    previously reported as “Additional Form 10-K Disclosure”.

    and

    ●     1119(b)
    of Regulation AB,

    but only the existence and (if existent)
the general character of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside
the ordinary course of business or is on terms other than would be obtained in an arm’s
	
    ●     Depositor

    ●     Each
    Mortgage Loan Seller





    	 	Exhibit CC-5	 



    


    


 


	length transaction
    with an unrelated third party (apart from the Series 2022-C18 transaction) between itself (that is, the particular “Party Responsible”),
    on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
    on the other; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A) must
    be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s
    understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the
    Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

    and

    ●     1119(c)
    of Regulation AB,

    but only
    the existence and (if existent) a description (including the terms and approximate dollar amount) of any specific relationship involving
    or related to the Series 2022-C18 transaction or the Mortgage Loans between itself (that is, the particular “Party Responsible”)
    or any of its affiliates, on the one hand, and any one or more of the parties listed under the preceding item as a “Party
    Responsible”, on the other; provided, however, that a relationship (A) must be reported only if it then exists
    or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the
    Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it
    was previously reported as “Additional Form 10-K Disclosure”.
	

	Item 15:
    Exhibits (no. 2):

    Plan of acquisition,
    reorganization, arrangement, liquidation or succession (Exhibit 
	●     Depositor



 






    	 	Exhibit CC-6	 



    


    

 


	No.
    2 of Item 601 of Regulation S-K)	 
	Item 15:
                                            Exhibits (no. 3):

    Articles
    of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●     Depositor
	Item 15:
                                            Exhibits (no. 4):

    With respect
    to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	●     Trustee

    ●     Certificate
    Administrator

    ●     Depositor

    provided
    that, in each case, that this shall in no event be construed to make such party responsible for the initial filing of this Pooling
    and Servicing Agreement

    provided,
    further, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee
    or Certificate Administrator, then the Depositor shall be the responsible party.

	Item 15:
                                            Exhibits (no. 10):

    Material
    contracts (Exhibit No. 10 of Item 601 of Regulation S-K)
	●     Certificate
                                            Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent
                                            of any contract that satisfies all the following conditions:  (a) such contract
                                            relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract
                                            is a contract to which such party (or a subcontractor or vendor engaged by such party) is
                                            a party or that such party (or a subcontractor or vendor engaged by such party) has caused
                                            to have been executed on behalf of the Trust.

	Item 15:
                                            Exhibits (no. 11):

    Statement
    regarding computation of per share earnings (Exhibit No. 11 of Item 601 of Regulation S-K)
	●     Not
    Applicable.
	Item 15:
    Exhibits (no. 12):	●     Not
    Applicable.




    	 	Exhibit CC-7	 



    


    


 


	

    Statement
    regarding computation of ratios (Exhibit No. 12 of Item 601 of Regulation S-K)
	
	Item 15:
    Exhibits (no. 13):

    Annual report
    to security holders, Form 10-Q and Form 10-QSB, or quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation
    S-K)
	●     Not
    Applicable
	Item 15:
    Exhibits (no. 14):

    Code of Ethics
    (Exhibit No. 14 of Item 601 of Regulation S-K).
	●     Not
    Applicable
	Item 15:
    Exhibits (no. 16):

    Letter re
    change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)
	●     Not
    Applicable
	Item 15:
    Exhibits (no. 18):

    Letter re
    change in accounting principles (Exhibit No. 18 of Item 601 of Regulation S-K)
	●     Not
    Applicable.
	Item 15:
    Exhibits (no. 21):

    Subsidiaries
    of registrant (Exhibit No. 18 of Item 601 of Regulation S-K)
	●     Depositor.
	Item 15:
    Exhibits (no. 22):

    Published
    Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).
	●     Not
    Applicable.
	Item 15:
                                            Exhibits (no. 23) – Part 1 of 2 Parts:


Consents of Experts and Counsel (Exhibit
No. 23(ii) of Item 601 of Regulation S-K), where (a) the filing of a written consent is required with respect to material (in the Form
10-D)

	●     Depositor




    	 	Exhibit CC-8	 



    


    


 


	that
                                            is incorporated by reference in the Depositor’s registration statement and (b) the
                                            consent is not the consent of a registered public accounting firm in connection with an attestation
                                            delivered pursuant to Section 11.13 of this Pooling and Servicing Agreement.
	
	Item 15:
                                            Exhibits (no. 23) – Part 2 of 2 Parts:

    Consents
    of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), but the required shall consist of a consent of the registered
    public accounting firm for purposes of any attestation report rendered with respect to the particular “Party Responsible”
    pursuant to Section 11.13 of this Pooling and Servicing Agreement.
	●     Master
                                            Servicer

    ●     Special
    Servicer

    ●     Depositor

    ●     Any
    other Servicing Function Participant

    provided,
    however, in each case, that such party shall have the duty to report or deliver, or cause the reporting or delivery, of such
    consent only to the extent that such party is required to deliver or cause the delivery of the related attestation report.

	Item 15:
                                            Exhibits (no. 24)

    Power of
    Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of
    any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.
	●     Certificate
    Administrator
	Item 15:
                                            Exhibits (no. 31(i))

    Rule 13a-14(a)/15d-14(a)
    Certifications (Exhibit No. 31(i) of Item 601 of Regulation S-K).
	●     Not
    Applicable
	Item 15:
                                            Exhibits (no. 31(ii))

    Rule 13a-14(d)/15d-14(d)
    Certifications (Exhibit No. 31(ii) of Item 601 of Regulation S-K).
	●     Delivery
    of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07) of this
    Pooling and Servicing Agreement.

	Item 15:
                                            Exhibits (no. 32)

    Section 1350
    Certifications (Exhibit No. 32 of Item 601 of Regulation S-K).
	●     Not
    Applicable.




    	 	Exhibit CC-9	 



    


    


 


	Item 15:
                                            Exhibits (no. 33)

    Report on
    assessment of compliance with servicing criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K).
	●     Delivery
                                            of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section
                                            11.07) of this Pooling and Servicing Agreement.

	Item 15:
                                            Exhibits (no. 34)

    Attestation
    report on assessment of compliance with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation
    S-K).
	●     Delivery
                                            of this exhibit (annual accountants’ attestation report) is governed by Section 11.11
                                            (and Section 11.07) of this Pooling and Servicing Agreement.

	Item 15:
                                            Exhibits (no. 35)

    Servicer
    compliance statement (Exhibit No. 35 of Item 601 of Regulation S-K).
	●     Delivery
                                            of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and
                                            Section 11.07) of this Pooling and Servicing Agreement.

	Item 15:
                                            Exhibit (no. 36)

    Certification
    For Shelf Offerings of Asset-Backed Securities (Exhibit No. 36 of Item 601 of Regulation S-K).
	●     Depositor
	Item 15:
                                            Exhibits (no. 99)

    Additional
    exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)
	●     Not
    Applicable.
	Item 15:
                                            Exhibits (no. 100)

    XBRL-Related
    Documents (Exhibit No. 100 of Item 601 of Regulation S-K).
	●     Not
    Applicable.
	Item 15:  Exhibits
    (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions:  (a)
    such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document
    is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and
    (c) such document was not previously reported as “Additional Form 8-	●     Certificate
                                            Administrator, Depositor and Trustee, in each case only to the extent that such party
                                            is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit
                                            DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes
                                            a “Party Responsible” under Exhibit DD with respect to any exhibits to
                                            a Form 10-K).





    	 	Exhibit CC-10	 



    


    


 


	K
    Disclosure”.	
	Item 15:
    Exhibit (no. 101)

    Interactive
    Data File (Exhibit No. 101 of Item 601 of Regulation S-K).
	Not
    Applicable
	Item 15:
    Exhibit (no. 102)

    Asset Data
    File (Exhibit No. 102 of Item 601 of Regulation S-K).
	●     Certificate Administrator

                                                                                                                           

    ●     Depositor

	Item 15:
    Exhibit (no. 103)

    Asset Related
    Document (Exhibit No, 103 of Item 601 of Regulation S-K).
	●     Certificate Administrator

                                                                                                                           

    ●     Depositor



 




    	 	Exhibit CC-11	 



    


    


EXHIBIT DD



FORM 8-K DISCLOSURE INFORMATION


The parties identified in
the “Party Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to report
to the Depositor and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K Item described
in the “Item on Form 8-K” column to the extent such party has actual knowledge of such information (other than information
as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to rely
on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted from the Prospectus),
in the absence of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator,
the Trustee, the Master Servicer and the Special Servicer shall be entitled to conclusively assume that there is no “significant
obligor” other than a party or property identified as such in the Prospectus and to assume that no other party or property will
constitute a “significant obligor” after the Cut-off Date. In no event shall the Master Servicer, or the Special Servicer
be required to provide any information for inclusion in a Form 8-K that relates to any Mortgage Loan for which the Master Servicer
or the Special Servicer is not the applicable Master Servicer or Special Servicer, as the case may be. For this Series 2022-C18 Pooling
and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled
to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or
1115 of Regulation AB.


	Item
    on Form 8-K	Party
    Responsible
	Item 1.01:  Entry
    into a Material Definitive Agreement	●     Depositor,
    except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material contracts
    to which the registrant or a subsidiary thereof is a party).

    ●     Certificate
    Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01 of Form
    8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the asset-backed securities
    transaction, even if the registrant is not a party to such agreement), in each case to the extent of any amendment or definitive
    agreement that satisfies all the following conditions: (a) such amendment or definitive agreement 





    	 	Exhibit DD-1	 



    


    


 


		relates
                                            to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such amendment
                                            or definitive agreement is an amendment or definitive agreement to which such party (or a
                                            subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor
                                            or vendor engaged by such party) has caused to have been executed on behalf of the Trust;
                                            provided, however, that the Certificate Administrator shall be the “Party
                                            Responsible” in connection with any amendment to this Pooling and Servicing Agreement.

	Item 1.02:  Termination
    of a Material Definitive Agreement– Part 1 of 2 Parts	●     Certificate
                                            Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent
                                            of any contract that satisfies all the following conditions:  (a) such contract
                                            relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract
                                            is a contract to which such party (or a subcontractor or vendor engaged by such party) is
                                            a party or that such party (or a subcontractor or vendor engaged by such party) has caused
                                            to have been executed on behalf of the Trust; provided, however, that the Certificate
                                            Administrator shall be the “Party Responsible” in connection with any amendment
                                            to this Pooling and Servicing Agreement.

	Item 1.02:  Termination
    of a Material Definitive Agreement– Part 2 of 2 Parts	●     Depositor,
                                            to the extent of any material agreement not covered in the prior item

	Item 1.03:  Bankruptcy
    or Receivership	●     Depositor
	Item 2.04:  Triggering
    Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	●     Depositor

    ●     Certificate
    Administrator





    	 	Exhibit DD-2	 



    


    



 


	Item 3.03:  Material
    Modification to Rights of Security Holders	●     Certificate
    Administrator
	Item 5.03:  Amendments
    of Articles of Incorporation or Bylaws; Change of Fiscal Year	●     Depositor
	Item 
    6.01:  ABS Informational and Computational Material	●     Depositor
	Item 6.02
    (Part 1 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in trustee	●     Trustee

    ●     Depositor

	Item 6.02
    (Part 2 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer
    or Special Servicer	●     Certificate
    Administrator

    ●     Master
    Servicer or Special Servicer, as the case may be (in each case, as to itself)

	Item 6.02
    (Part 3 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party
    to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	●     Master
    Servicer (as to a party appointed by the Master Servicer)

    ●     Special
    Servicer

    ●     Certificate
    Administrator

    ●     Depositor

	Item 6.03:  Change
    in Credit Enhancement or External Support	●     Depositor

    ●     Certificate
    Administrator

	Item 6.04:  Failure
    to Make a Required Distribution	●     Certificate
    Administrator
	Item 6.05:  Securities
    Act Updating Disclosure	●     Depositor
	Item 7.01:  Regulation
    FD Disclosure	●     Depositor
	Item 8.01:  Other
    Events	●     Depositor
	Item 9.01(d):
    Exhibits (no. 1):

    Underwriting
    agreement (Exhibit No. 1 of Item 601 of Regulation S-K)
	●     Not
    applicable
	Item 9.01(d):
    Exhibits (no. 2):

    Plan of acquisition,
    reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	●     Depositor




    	 	Exhibit DD-3	 



    


    


 


	
    Item 9.01(d): Exhibits (no. 3):

    Articles of incorporation and by-laws (Exhibit
    No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●Depositor
	
    Item 9.01(d): Exhibits (no. 4):

    With respect to instruments defining the rights
    of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	
    ●Certificate
    Administrator

    provided that, in each case, that this
    shall in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

	
    Item 9.01(d): Exhibits (no. 7):

    Correspondence from an independent accountant
    regarding non-reliance on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation S-K)
	●     Not Applicable
	
    Item 9.01(d): Exhibits (no. 14):

    Code of Ethics (Exhibit No. 14 of Item 601 of
    Regulation S-K)
	●     Not Applicable
	
    Item 9.01(d): Exhibits (no. 16):

    Letter re change in certifying accountant (Exhibit
    No. 16 of Item 601 of Regulation S-K)
	●     Not Applicable
	
    Item 9.01(d): Exhibits (no. 17):

    Correspondence on departure of director (Exhibit
    No. 17 of Item 601 of Regulation S-K)
	●     Not Applicable
	
    Item 9.01(d): Exhibits (no. 20):

    Other documents or statements to security holders
    (Exhibit No. 20 of Item 601 of Regulation S-K)
	●     Not Applicable
	Item 9.01(d): Exhibits (no. 23):


Consents of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of
Regulation S-K), where

	●     Depositor



 



    	 	Exhibit DD-4	 



    


    


 


	
    the filing of a written consent is required
with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement.
	
	
    Item 9.01(d): Exhibits (no. 24)

    Power of Attorney (Exhibit No. 24 of Item 601
    of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf
    of a party, is signed pursuant to a power of attorney.
	●Certificate Administrator
	
    Item 15: Exhibits (no. 99)

    Additional exhibits (Exhibit No. 99 of Item 601
    of Regulation S-K)
	●Not Applicable.
	
    Item 15: Exhibits (no. 100)

    XBRL-Related Documents (Exhibit No. 100 of Item
    601 of Regulation S-K).
	●Not Applicable.


 




    	 	Exhibit DD-5	 



    


    


EXHIBIT EE



ADDITIONAL DISCLOSURE NOTIFICATION


**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL
TO cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


Computershare Trust Company, National Association, as Certificate
Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – BBCMS 2022-C18

Barclays Commercial Mortgage Securities LLC, Commercial Mortgage Pass-Through Certificates, Series 2022-C18—SEC REPORT PROCESSING


		RE:	**Additional Form [10-D][10-K][8-K] Disclosure** Required



Ladies and Gentlemen:


In accordance with Section
[11.04] [11.05] [11.07] of the Pooling and Servicing Agreement, dated and effective as of December 1, 2022 (the “Pooling and
Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor (the “Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer,
Computershare Trust Company, National Association, as Certificate Administrator and as Trustee and Park Bridge Lender Services LLC, as
Operating Advisor and as Asset Representations Reviewer, the undersigned, as [ ], hereby notifies you that certain events have come to
our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


List of any Attachments hereto to be included
in the Additional Form [10-D][10-K][8-K] Disclosure:




    	 	Exhibit EE-1	 



    


    


 


Any inquiries related to
this notification should be directed to [                           ], phone number: [                        ]; email address: [                       ].


	 	 
	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	 	 
	 	By:   	
	 		Name:
	 		Title:
	 	 	 
	cc: Depositor	 	 







    	 	Exhibit EE-2	 



    


    


EXHIBIT FF



INITIAL SUB-SERVICERS


	Mortgage Loan Name	Subservicer Name
	Green Valley Corporate Center South	KeyBank National Association
	Woodlands Officentre	Berkadia Commercial Mortgage LLC
	Webster Plaza	KeyBank National Association
	Mini U Storage – Brick	KeyBank National Association
	Mini U Storage – Landover Hills	KeyBank National Association


 


 




    	 	Exhibit FF-1	 



    


    


EXHIBIT GG



SERVICING FUNCTION PARTICIPANTS


1. KeyBank National Association


 




    	 	Exhibit GG-1	 



    


    


EXHIBIT HH



FORM OF ANNUAL COMPLIANCE STATEMENT


CERTIFICATION


BBCMS Mortgage Trust 2022-C18, Commercial Mortgage
Pass-Through Certificates, Series 2022-C18 (the “Trust”)


I, [identifying the certifying
individual], on behalf of [Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer] [Rialto Capital Advisors,
LLC, as Special Servicer] [Computershare Trust Company, National Association, as Certificate Administrator] [Computershare Trust Company,
National Association, as Trustee] (the “Certifying Servicer”), certify to Barclays Commercial Mortgage Securities LLC
and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


		1.	I (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities
[during the preceding calendar year] [between [__] and [__]] (the “Reporting Period”) and the Certifying Servicer’s
performance under the Pooling and Servicing Agreement; and



		2.	To the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of its obligations
under the Pooling and Servicing Agreement in all material respects during the Reporting Period. [To my knowledge, the Certifying Servicer
has failed to fulfill the following obligations under the Pooling and Servicing Agreement: [SPECIFY EACH SUCH FAILURE AND THE NATURE AND
STATUS THEREOF]].



Date:                                                                              


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

as Master Servicer]

[RIALTO CAPITAL ADVISORS, LLC,

as Special Servicer]

[COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,

as Certificate Administrator]

[COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee]


	 	 	 	 
	By:     		 	
	 	Name:	 	 
	 	Title:	 	 







    	 	Exhibit HH-1	 



    


    


EXHIBIT II



FORM OF REPORT ON ASSESSMENT

OF COMPLIANCE WITH SERVICING CRITERIA


[Name of Reporting Servicer]
(the “Reporting Servicer”) is responsible for assessing compliance with the servicing criteria applicable to it under
paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 20[__] (the “Reporting
Period”), as set forth in Exhibit AA to the Pooling and Servicing Agreement. The transactions covered by this report include
asset-backed securities transactions for which the Reporting Servicer acted as [a master servicer, special servicer, trustee, certificate
administrator] involving commercial mortgage loans [other than __________________1]
(the “Platform”);


The Reporting Servicer has
engaged certain vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”) to
perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance with
the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule A;


Except as set forth in paragraph
4 below, the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance
with the applicable servicing criteria;


The criteria listed in the
column titled “Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based
on the activities it performs, directly or through its Vendors, with respect to the Platform;


The Reporting Servicer has
complied, in all material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period
with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


The Reporting Servicer has
not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of
December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B
hereto];


The Reporting Servicer has
not identified any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing
criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described
on Schedule B hereto]; and





 



1
     Describe any permissible exclusions, including those permitted under telephone interpretation 17.04 (i.e., transactions registered
prior to compliance with Regulation AB, transactions involving an offer and sale of asset-backed securities that were not required to
be issued), if applicable.




    	 	Exhibit II-1	 



    


    


[____], a registered public
accounting firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing
criteria for the Reporting Period.


[Date of Certification]


	 	[NAME OF REPORTING SERVICER]
	 	 	 
	 	 	 
	 	By:   	
	 		Name:
	 		Title:







    	 	Exhibit II-2	 



    


    


EXHIBIT JJ



CREFC® PAYMENT INFORMATION


Payments shall be made to “CRE Finance Council” and
sent to:

Commercial Real Estate Finance Council, Inc.

28 West 44th Street, Suite 815

New York, NY 10036

Attn: Executive Director


or by wire transfer to:


Account Name: Commercial Real Estate Finance Council (CREFC®)

Bank Name: Chase

Bank Address: 80 Broadway, New York, NY 10005

Routing Number: 021000021

Account Number: 213597397




    	 	Exhibit JJ-1	 



    


    


EXHIBIT KK



FORM OF NOTICE OF ADDITIONAL

INDEBTEDNESS


VIA EMAIL:


To: Computershare Trust Company, National
Association, as Certificate Administrator; cts.cmbs.bond.admin@wellsfargo.com and cts.sec.notifications@wellsfargo.com


Ref: BBCMS 2022-C18, Additional Debt Notice
for Form 10-D


The following information is being furnished
to you for inclusion on Form 10-D pursuant to Section 3.18(g) of the Pooling and Servicing Agreement


	Portfolio Name	Mortgage

Loan	Position in Debt Stack	Additional Debt	OPB	OPB Date	Appraised Value	Appraised Value Date	Aggregate LTV	Aggregate NCF DSCR	Aggregate NCF DSCR Date	Primary Servicer	Master Servicer	Lead Servicer	Prospectus ID
	BBCMS 2022-C18	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	
    $
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	BBCMS 2022-C18	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	
    $
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	BBCMS 2022-C18	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	
    $
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 


 




    	 	Exhibit KK-1	 



    


    


EXHIBIT LL



[RESERVED]


 


 




    	 	Exhibit LL-1	 



    


    


EXHIBIT MM



ADDITIONAL DISCLOSURE NOTIFICATION (ACCOUNTS)


INSTRUCTIONS:


FOR ACCOUNT BALANCE REPORTING: SEND VIA
EMAIL TO:

CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM


FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX,
EMAIL AND OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


Computershare Trust Company, National Association, as Certificate
Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – BBCMS 2022-C18—SEC REPORT PROCESSING

Email: cts.sec.notifications@wellsfargo.com


RE: **Additional Form
[10-D][10-K][8-K] Disclosure** Required


Ladies and Gentlemen:


In accordance with Section 11.04
of the Pooling and Servicing Agreement, dated and effective as of December 1, 2022 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor (the “Depositor”), Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company,
National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset
Representations Reviewer, the undersigned, as [ ], hereby notifies you that certain events have come to our attention that [will] [may]
need to be disclosed on Form [10-D][10-K][8-K].


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


[With respect to the Collection
Account and REO Account balance information:


	Account
    Name	Beginning
    Balance as of MM/DD/YYYY	Ending
    Balance as of MM/DD/YYYY
	Master Servicer’s
    Collection Account	 	 
	REO Account	 	 


]


List of any Attachments hereto to be included
in the Additional Form [10-D][10-K][8-K] Disclosure:


Any inquiries related to
this notification should be directed to [                         ], phone number: [                         ]; email address: [                                    ].




    	 	Exhibit MM-1	 



    


    





	 	 
	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	 	 
	 	By:  	
	 		Name:
	 		Title:
	 	 	 
	cc: Depositor	 	 





 




    	 	Exhibit MM-2	 



    


    


EXHIBIT NN



FORM OF NOTICE OF PURCHASE OF

CONTROLLING CLASS CERTIFICATE


[Date]


Computershare Trust Company, National Association,


as Certificate Administrator


9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – BBCMS 2022-C18

Email: trustadministrationgroup@wellsfargo.com and

cts.cmbs.bond.admin@wellsfargo.com


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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax Number: (888) 706-3565


Rialto Capital Advisors, LLC


as Special Servicer


Rialto Capital Advisors, LLC


200 S. Biscayne Boulevard, Suite 3550


Miami, Florida 33131


Attention: Liat Heller, Jeff Krasnoff, Niral Shah and Adam Singer (BBCMS
2022-C18)


Facsimile number: (305) 229-6425


Email: liat.heller@rialtocapital.com, jeff.krasnoff@rialtocapital.com,
niral.shah@rialtocapital.com, adam.singer@rialtocapital.com


 


Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor


New York, New York 10016


Attention: BBCMS 2022-C18 Surveillance Manager


With a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com


 


		Re:	BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated and effective as of
December 1, 2022, between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer





    	 	Exhibit NN-1	 



    


    


This letter is delivered
to you, pursuant to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer by ____________ (the “Transferor”)
to us (the “Transferee”) of $__________________ original principal balance in the Class [__] Certificates, representing
[_____]% of the Class [__] Certificates. The Certificates were issued pursuant to the Pooling and Servicing Agreement.


		1.	Our name and address is as follows:




	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



Contact Info: [Tel/Email]


		2.	[IF APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator, that we
are purchasing a majority interest in the Class [__] Certificates, and that we are not affiliated with the Transferor. To the extent that
any Control Termination Event or Consultation Termination Event has occurred due to a waiver of a prior Class [__] Certificateholder of
its rights under the Pooling and Servicing Agreement, we hereby request that you reinstate such rights and post a “special notice”
on your website to the following effect:



“A Consultation Termination Event
or a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority interest of the Controlling
Class to an unaffiliated third party which has terminated any waiver by the prior Holder.”


All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


	 	 
	 	Very truly yours,
	 	 
	 	 	(Transferee)
	 	 	 
	 	 	 
	 	By:   	
	 		Name:
	 		Title:







    	 	Exhibit NN-2	 



    


    


EXHIBIT OO



FORM OF ASSET REVIEW REPORT BY THE

ASSET REPRESENTATIONS REVIEWER1


To: [Addresses of Recipients]


		Re:	BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18



Ladies and Gentlemen:


In accordance with Section 12.01
of the Pooling and Servicing Agreement, dated and effective as of December 1, 2022 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an Asset Review
on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby issuing the following
Asset Review Report.


		1.	As described in the detailed scorecard attached hereto as Exhibit A, we have performed an Asset Review
on each Delinquent Loan identified in accordance with the Pooling and Servicing Agreement and our conclusion is that there is [no evidence
of a Test failure/evidence of [•] Test failures] with respect to the Delinquent Loans.



		2.	A conclusion by the Asset Representations Reviewer of a Test pass or a Test failure shall not constitute
a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust
should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine
every instance of noncompliance.



		3.	The Asset Representations Reviewer, other than forwarding this report to the persons listed above, will
not be required to take or participate in any other or further action with respect to the aforementioned Asset Review Report.



		4.	Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling
and Servicing Agreement.



 





 



1    This report is an indicative report, and the Asset
Representations Reviewer will have the ability to modify or alter the organization and content of this report, subject to compliance
with the terms of the Pooling and Servicing Agreement, including without limitation, provisions relating to Privileged Information.


 




    	 	Exhibit OO-1	 



    


    


 





	 	PARK BRIDGE LENDER SERVICES LLC, 
	 	 	as Asset Representations Reviewer
	 	 	 	 
	 	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	 	 	 
	 	 	By:   	Park Bridge Financial LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 







    	 	Exhibit OO-2	 



    


    


Exhibit A


Detailed Scorecard

[Template Example Below]


	
    Test failures

     

	Loan #	Loan Name	R&W #	R&W Name	Test Description	Findings
	[Insert Loan Number]	[Insert Loan Name]	44	Cross-Collateralization	[Insert Test Description]	[Insert Test findings]
	32	Single-Purpose Entity	 	 


 




    	 	Exhibit OO-3	 



    


    


EXHIBIT PP



FORM OF ASSET REVIEW REPORT SUMMARY[5]


To: [Addresses of Recipients]


		Re:	BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18



Ladies and Gentlemen:


In accordance with Section 12.01
of the Pooling and Servicing Agreement, dated and effective as of December 1, 2022 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an Asset Review
on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby issuing the following
Asset Review Report Summary.


		1.	As described in the summary scorecard attached hereto as Exhibit A, we have performed an Asset Review
on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement and our conclusion is that there
is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the Delinquent Loans.



		2.	A conclusion by the Asset Representations Reviewer of a Test pass or a Test failure shall not constitute
a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust
should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine
every instance of noncompliance.



		3.	The Asset Representations Reviewer, other than forwarding this Asset Review Report Summary to the parties
listed above, will not be required to take or participate in any other or further action with respect to the aforementioned Asset Review
Report Summary.



		4.	Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling
and Servicing Agreement.



 





 



1
   This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify
or alter the organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including
without limitation, provisions relating to Privileged Information.  


 




    	 	Exhibit PP-1	 



    


    


 





	 	PARK BRIDGE LENDER SERVICES LLC, 
	 	 	as Asset Representations Reviewer
	 	 	 	 
	 	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	 	 	 
	 	 	By:   	Park Bridge Financial LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 



 






    	 	Exhibit PP-2	 



    


    


 


Exhibit A


Summary Scorecard

[Template Example Below]


	
    Test failures

     

	Loan #	Loan Name	Mortgage Loan Seller	Representations and Warranty #	Representation and Warranty Name
	[Insert Loan #]	[Insert Loan Name]	[Insert Mortgage Loan Seller]	22	Compliance with Usury Laws
	32	Single-Purpose Entity


 




    	 	Exhibit PP-3	 



    


    


EXHIBIT QQ



ASSET REVIEW PROCEDURES


Subject to the Pooling and Servicing Agreement, this
Exhibit sets forth the Asset Representations Reviewer’s review procedures for each Delinquent Loan based on the information provided
for an Asset Review. Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Pooling and
Servicing Agreement. In the event of any conflict between this Exhibit QQ and the terms of the Pooling and Servicing Agreement, the Pooling
and Servicing Agreement shall control and govern the Asset Representations Reviewer’s responsibilities and duties with respect to
Asset Reviews.


 


Call for Review and Collection and Inventory of
Review Materials


 


	Step 1	Asset Representations Reviewer (“ARR”) receives the following items before beginning its review:




 


	 	●	CREFC® Delinquent Loan Status Report




	 	●	Notice of Asset Review Trigger (with attachments)




	 	●                    	Notice of Asset Review Vote Election




	 	●                    	Notice of Affirmative Asset Review Vote




	 	●          	Asset Review Notice




	 	●	List of all Subject Loans




	 	●                    
	Review Materials for each Subject Loan via Secure Data Room access, 






	 	 	including the Diligence File





	 	●                    	Any Unsolicited Information (if applicable)




	Step 2 	For each Subject Loan, ARR inventories all Review Materials to which ARR is provided access in the Secure Data Room to determine what,
if any, Review Materials for such Subject Loan are missing, using the list of documents provided in the definition of “Mortgage
File” of this Agreement, any comparable lists included in the related Mortgage Loan Purchase Agreement, and any closing checklist
from the origination of such Subject Loan, to guide its review and determination.




	Step 3 	If ARR determines that the information made available to it in the Secure Data Room with respect to any Subject Loan is missing any documents
required to complete an Asset Review of such Subject Loan, ARR prepares list of such



 





    	 	Exhibit QQ-1	 



    


    


missing documents and (i) notifies the
Master Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans) of
such missing documents, and requests that the Master Servicer or the Special Servicer, as the case may be, deliver to the ARR such missing
document(s) to the extent in its possession and (ii) in the event any missing documents are not provided by the Master Servicer or the
Special Servicer, as the case may be, the ARR shall request such documents from the related Mortgage Loan Seller.


 


Analysis and Testing
of Representations and Warranties


 


	Step 4	For each Subject Loan for which ARR has received all Review Materials required to complete an Asset Review of such Subject Loan, ARR
tests such Subject Loan for compliance with each representation and warranty made by the related Mortgage Loan Seller with respect to
such Subject Loan as follows:




 


		■	ARR reviews each representation and warranty and each item included in the Review Materials applicable
or related to such representation or warranty to determine whether there is any evidence that such representation or warranty was not
true when made by the related Mortgage Loan Seller.



 


	 	■   	For each representation and warranty, ARR lists




 



		●	all items from the Review Materials reviewed
or used in its testing of such representation and warranty;



 


		●	whether ARR has determined that there is any
evidence that such representation or warranty was not true when made by the related Mortgage Loan Seller; and



 


		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 Subject Loan, the information contemplated
herein with respect to each representation and warranty.






ARR will not attempt (and has
no obligation) to determine the materiality of any potential breach of a representation or warranty that it discovers evidence of during
its review as contemplated herein.




    	 	Exhibit QQ-2	 



    


    


EXHIBIT RR



FORM OF CERTIFICATION TO CERTIFICATE ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services - BBCMS 2022-C18

Email:trustadministrationgroup@wellsfargo.com


		Attention:	BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18



In accordance with the requirements
for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated and effective as of December 1, 2022
(the “Pooling and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare
Trust Company, National Association, as Certificate Administrator and as Trustee and Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby
certifies and agrees as follows:


		1.	The undersigned is [an authorized representative of the Asset Representations Reviewer][an authorized
representative of the Depositor][a designee of the Depositor].



		2.	The undersigned acknowledges and agrees that (a) access to the Secure Data Room is being granted
to it solely for purposes of the undersigned carrying out its obligations under the Pooling and Servicing Agreement (b) it will not
disseminate or otherwise make information contained on the Secure Data Room available to any other person except in accordance with the
Pooling and Servicing Agreement or otherwise with the written consent of the Depositor and (c) it will only access information relating
to the Mortgage Loans to which the Asset Review relates.



		3.	The undersigned agrees that each time it accesses the Secure Data Room, the undersigned is deemed to have
recertified that the representations above remains true and correct.



		4.	[The undersigned is not a Certificateholder, a beneficial owner or a prospective purchaser of any Certificate.]*






 



*      Required to the extent that a party other than the
Asset Representations Reviewer is identified by the Depositor as needing access to the Secure Data Room.


 




    	 	Exhibit RR-1	 



    


    


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto
by its duly authorized signatory, as of the date certified.


	 	 
	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:
	 	 	 
		 	 





Dated: _______


	[Barclays Commercial Mortgage Securities LLC,	 
	as Depositor]*	 
	 	 	 
	 	 	 
	By:	 	 
	 	[Name]	 
	 	[Title]	 








    	 	Exhibit RR-2	 



    


    




EXHIBIT SS



FORM OF NOTICE OF [ADDITIONAL DELINQUENT LOAN][CESSATION OF DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


[Date]


	
    Midland Loan Services, a Division of PNC

    Bank, National Association

    10851 Mastin Street

    Overland Park, Kansas 66210

    Attention: Executive Vice President – 

Division Head

     
	
    Park Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BBCMS 2022-C18 Surveillance 

Manager

    With a copy sent contemporaneoulsy via email 

to cmbs.notices@parkbridgefinancial.com

     

	
    Rialto Capital Advisors, LLC

    200 S. Biscayne Boulevard, Suite 3550

    Miami, Florida 33131

    Attention: Liat Heller, Jeff Krasnoff, Niral 

Shah and Adam Singer (BBCMS 2022-C18)

    Facsimile number: (305) 229-6425

    Email: liat.heller@rialtocapital.com, 

jeff.krasnoff@rialtocapital.com, 

niral.shah@rialtocapital.com, 

adam.singer@rialtocapital.com
	 


 


		Attention:	BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18



In accordance with Section 12.01(a)
of the Pooling and Servicing Agreement, dated and effective as of December 1, 2022 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, the Certificate
Administrator hereby notifies you that as of [RELATED DISTRIBUTION DATE]:


		1.	_____	An additional Mortgage Loan has become a Delinquent Loan.



		2.	_____	A Mortgage Loan has ceased to be a Delinquent Loan.



		3.	_____	An Asset Review Trigger has ceased to exist.



(check all that
apply)


Capitalized terms used but
not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.




    	 	Exhibit SS-1	 



    


    





	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Certificate Administrator for the Holders of the BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18
	 	 	 
	 	 	 
	 	By:  	 
	 	[	Name]
	 	[	Title]








    	 	Exhibit SS-2	 



    


    


EXHIBIT TT



FORM OF CERTIFICATE ADMINISTRATOR RECEIPT OF THE risk retention certificates


[Date]


	Barclays Commercial Mortgage Securities
    LLC

    745 Seventh Avenue 

    New York, New York 10019

    Attention:  Daniel Vinson

    daniel.vinson@barclays.com	[CLASS [E-RR][F-RR][G-RR][H-RR][J-RR]
    CERTIFICATE HOLDER]

     

    [OR SUBSEQUENT TRANSFEREE]

	 	 


 


		Re:	BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18



In accordance with Section
[5.02(e)][5.03(i)] of the Pooling and Servicing Agreement, dated and effective as of December 1, 2022 (the “Agreement”),
the Certificate Administrator, as custodian, hereby acknowledges receipt of $[__] of the Class [E-RR][F-RR][G-RR][H-RR][J-RR] Certificates
in the form of Definitive Certificates (CUSIP No. [__]) in the amount of $[____] as defined in the Agreement, for the benefit of [____].
A copy of the Class [E-RR][F-RR][G-RR][H-RR][J-RR] Certificates is attached as Exhibit A. Payments on the Class [E-RR][F-RR][G-RR][H-RR][J-RR]
Certificates will be made to the registered holder thereto in accordance with the Agreement.


Capitalized terms used but
not defined herein shall the respective meanings set forth in the Agreement.





	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in
    its individual capacity but Solely as Certificate Administrator
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:





 




    	 	Exhibit TT-1	 



    


    



SCHEDULE 1



MORTGAGE LOANS WITH ADDITIONAL SECURED DEBT


		1.	Rialto Industrial



		2.	WRS Retail Portfolio



		3.	Phoenix Industrial Portfolio IX



		4.	70 Hudson Street



		5.	Hamilton Portfolio



		6.	The Showboat Hotel



		7.	Wyndham National Hotel Portfolio



		8.	469 7th Avenue



		9.	Autokiniton Industrial Portfolio



		10.	Saks Fulfillment Center



		11.	Crossgates Commons



		12.	Park West Village





    	 	Schedule 1-1	 



    


    







 


SCHEDULE 2




CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE


See Annex E to the Prospectus.


 




    	 	Schedule 2-1	 



    


    


SCHEDULE 3






Designated Mortgage Loans With Earnout or Performance Escrows or Reserves (Exceeding 10% of the Initial Principal Balance of the Mortgage
Loan or (if applicable) Whole Loan)


	Mortgage
    Loan Number	Mortgage
    Loan Name	Applicable
    Escrow or Reserve (Initial Amount)
	7	Phoenix
    Industrial Portfolio IX	$5,000,000
	9	Green
    Valley Corporate Center South	$3,000,000
	20	Sheraton
    Metairie	$1,332,500



 






    	 	Schedule 3-1