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


LNR PARTNERS, LLC,

as Special Servicer


COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,

as Certificate Administrator


WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee


and


PARK BRIDGE LENDER SERVICES LLC,

as Operating Advisor and as Asset Representations Reviewer 


POOLING AND SERVICING AGREEMENT


Dated as of


June 1, 2022


BBCMS Mortgage Trust 2022-C16

Commercial Mortgage Pass-Through Certificates


Series 2022-C16


 








    	 	 	 



     


    


TABLE OF CONTENTS


Page


	Article I
	 
	DEFINITIONS
	 	 	 
	Section 1.01	Defined
    Terms	8
	Section 1.02	Certain
    Calculations	129
	 
	Article II
	 
	CONVEYANCE OF MORTGAGE LOANS;
	ORIGINAL ISSUANCE OF CERTIFICATES
	 	 	 
	Section 2.01	Conveyance
    of Mortgage Loans	130
	Section 2.02	Acceptance
    by Trustee	137
	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	142
	Section 2.04	Execution
    of Certificates; Issuance of Lower-Tier Regular Interests	159
	Section 2.05	Creation
    of the Grantor Trust	160
	 
	Article III
	 
	ADMINISTRATION AND
	SERVICING OF THE TRUST FUND
	 	 	 
	Section 3.01	The
    Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans, the
    Serviced Companion Loans and REO Properties	160
	Section 3.02	Collection
    of Mortgage Loan Payments	168
	Section 3.03	Collection
    of Taxes, Assessments and Similar Items; Servicing Accounts	174
	Section 3.04	The
    Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution
    Account, the Interest Reserve Account, the Non-VRR Gain-on-Sale Reserve Account, the VRR Gain-on-Sale Reserve Account and the Excess
    Interest Distribution	179
	Section 3.05	Permitted
    Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	186
	Section 3.06	Investment
    of Funds in the Collection Account, the REO Account and the Loss of Value Reserve Fund	198







    	 	-i-	 



     


    




	Section 3.07	Maintenance
    of Insurance Policies; Errors and Omissions and Fidelity Coverage	200
	Section 3.08	Enforcement
    of Due-on-Sale Clauses; Assumption Agreements	206
	Section 3.09	Realization
    Upon Defaulted Loans and Companion Loans	211
	Section 3.10	Trustee
    and Custodian to Cooperate; Release of Mortgage Files	215
	Section 3.11	Servicing
    Compensation	216
	Section 3.12	Inspections;
    Collection of Financial Statements	224
	Section 3.13	Access
    to Certain Information	230
	Section 3.14	Title
    to REO Property; REO Account	244
	Section 3.15	Management
    of REO Property	245
	Section 3.16	Sale
    of Defaulted Loans and REO Properties	248
	Section 3.17	Additional
    Obligations of Master Servicer and Special Servicer	255
	Section 3.18	Modifications,
    Waivers, Amendments and Consents	257
	Section 3.19	Transfer
    of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	267
	Section 3.20	Sub-Servicing
    Agreements	275
	Section 3.21	Interest
    Reserve Account	278
	Section 3.22	Directing
    Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer	279
	Section 3.23	Controlling
    Class Certificateholders, Directing Certificateholder and Risk Retention Consultation Party; Certain Rights and Powers of Directing
    Certificateholder and Risk Retention Consultation Party	279
	Section 3.24	Intercreditor
    Agreements	283
	Section 3.25	Rating
    Agency Confirmation	286
	Section 3.26	The
    Operating Advisor	287
	Section 3.27	Companion
    Paying Agent	297
	Section 3.28	Companion
    Register	297
	Section 3.29	Certain
    Matters Relating to the Non-Serviced Mortgage Loans	298
	Section 3.30	Litigation
    Control	300
	Section 3.31	[Reserved]	304
	Section 3.32	[Reserved]	304
	Section 3.33	Delivery
    of Excluded Information to the Certificate Administrator	304
	Section 3.34	Certain
    Matters with Respect to Joint Mortgage Loans	305
	 
	Article IV
	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS
	 	 	 
	Section 4.01	Distributions	309
	Section 4.02	Distribution
    Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	322
	Section 4.03	P&I
    Advances	328
	Section 4.04	Allocation
    of Realized Losses	331
	Section 4.05	Appraisal
    Reduction Amounts; Collateral Deficiency Amounts	332
	Section 4.06	Grantor
    Trust Reporting	337







    	 	-ii-	 



     


    




	Section 4.07	Investor
    Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	338
	Section 4.08	Secure
    Data Room	341
	Article V
	 
	THE CERTIFICATES
	Section 5.01	The
    Certificates	342
	Section 5.02	Form
    and Registration	343
	Section 5.03	Registration
    of Transfer and Exchange of Certificates	346
	Section 5.04	Mutilated,
    Destroyed, Lost or Stolen Certificates	355
	Section 5.05	Persons
    Deemed Owners	356
	Section 5.06	Access
    to List of Certificateholders’ Names and Addresses; Special Notices	356
	Section 5.07	Maintenance
    of Office or Agency	357
	Section 5.08	Appointment
    of Certificate Administrator	357
	Section 5.09	[Reserved]	358
	Section 5.10	Voting
    Procedures	358
	 	 	 
	Article VI
	 
	THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Operating Advisor, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING CERTIFICATEHOLDER and the risk retention consultation party
	 	 	 
	Section 6.01	Representations,
    Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer	360
	Section 6.02	Liability
    of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	366
	Section 6.03	Merger,
    Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations
    Reviewer	366
	Section 6.04	Limitation
    on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer
    and Others	368
	Section 6.05	Depositor,
    Master Servicer and Special Servicer Not to Resign	373
	Section 6.06	Rights
    of the Depositor in Respect of the Master Servicer and the Special Servicer	374
	Section 6.07	The
    Master Servicer and the Special Servicer as Certificate Owner	374
	Section 6.08	The
    Directing Certificateholder and the Risk Retention Consultation Party	375
	Section 6.09	Knowledge
    of Computershare Trust Company, National Association	382







    	 	-iii-	 



     


    




	 
	Article VII
	 
	SERVICER TERMINATION EVENTS
	 	 	 
	Section 7.01	Servicer
    Termination Events; Master Servicer and Special Servicer Termination	383
	Section 7.02	Trustee
    to Act; Appointment of Successor	392
	Section 7.03	Notification
    to Certificateholders	394
	Section 7.04	Waiver
    of Servicer Termination Events	394
	Section 7.05	Trustee
    as Maker of Advances	394
	 
	Article VIII
	 
	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 	 	 
	Section 8.01	Duties
    of the Trustee and the Certificate Administrator	395
	Section 8.02	Certain
    Matters Affecting the Trustee and the Certificate Administrator	396
	Section 8.03	Trustee
    and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	398
	Section 8.04	Trustee
    or Certificate Administrator May Own Certificates	399
	Section 8.05	Fees
    and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	399
	Section 8.06	Eligibility
    Requirements for Trustee and Certificate Administrator	401
	Section 8.07	Resignation
    and Removal of the Trustee and Certificate Administrator	401
	Section 8.08	Successor
    Trustee or Certificate Administrator	404
	Section 8.09	Merger
    or Consolidation of Trustee or Certificate Administrator	405
	Section 8.10	Appointment
    of Co-Trustee or Separate Trustee	405
	Section 8.11	Appointment
    of Custodians	406
	Section 8.12	Representations
    and Warranties of the Trustee	406
	Section 8.13	Provision
    of Information to Certificate Administrator, Master Servicer and Special Servicer	407
	Section 8.14	Representations
    and Warranties of the Certificate Administrator	408
	Section 8.15	Compliance
    with the PATRIOT Act	409
	 
	Article IX
	 
	TERMINATION
	 	 	 
	Section 9.01	Termination
    upon Repurchase or Liquidation of All Mortgage Loans	409
	Section 9.02	Additional
    Termination Requirements	413
	Article X
	 
	ADDITIONAL REMIC PROVISIONS
	Section 10.01	REMIC
    Administration	414







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	Section 10.02	Use
    of Agents	418
	Section 10.03	Depositor,
    Master Servicer and Special Servicer to Cooperate with Certificate Administrator	418
	Section 10.04	Appointment
    of REMIC Administrators	418
	 
	Article XI
	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	 	 	 
	Section 11.01	Intent
    of the Parties; Reasonableness	419
	Section 11.02	Succession;
    Subcontractors	420
	Section 11.03	Filing
    Obligations	422
	Section 11.04	Form 10-D
    and Form ABS-EE Filings	423
	Section 11.05	Form 10-K
    Filings	428
	Section 11.06	Sarbanes-Oxley
    Certification	431
	Section 11.07	Form 8-K
    Filings	432
	Section 11.08	Form 15
    Filing	434
	Section 11.09	Annual
    Compliance Statements	435
	Section 11.10	Annual
    Reports on Assessment of Compliance with Servicing Criteria	436
	Section 11.11	Annual
    Independent Public Accountants’ Attestation Report	438
	Section 11.12	Indemnification	440
	Section 11.13	Amendments	442
	Section 11.14	Regulation AB
    Notices	443
	Section 11.15	Certain
    Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	443
	Section 11.16	Certain
    Matters Regarding Significant Obligors	448
	Section 11.17	Impact
    of Cure Period	448
	 
	Article XII
	 
	THE ASSET REPRESENTATIONS REVIEWER
	 	 	 
	Section 12.01	Asset
    Review	448
	Section 12.02	Payment
    of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	454
	Section 12.03	Resignation
    of the Asset Representations Reviewer	456
	Section 12.04	Restrictions
    of the Asset Representations Reviewer	456
	Section 12.05	Termination
    of the Asset Representations Reviewer	456
	 
	Article XIII
	 
	MISCELLANEOUS PROVISIONS
	 	 	 
	Section 13.01	Amendment	460
	Section 13.02	Recordation
    of Agreement; Counterparts	465
	Section 13.03	Limitation
    on Rights of Certificateholders	465
	




    	 	-v-	 



     


    


	Section 13.04	Governing
    Law; Submission to Jurisdiction; Waiver of Jury Trial	466
	Section 13.05	Notices	467
	Section 13.06	Severability
    of Provisions	474
	Section 13.07	Grant
    of a Security Interest	474
	Section 13.08	Successors
    and Assigns; Third Party Beneficiaries	474
	Section 13.09	Article
    and Section Headings	475
	Section 13.10	Notices
    to the Rating Agencies	475
	Section 13.11	Recognition
    of U.S. Special Resolution Regimes	477
	Section 13.12	Limitation
    on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings	477
	Section 13.13	Cooperation
    with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements	478
	Section 13.14	PNC
    Bank, National Association	478








    	 	-vi-	 



     


    


	EXHIBITS	 
	 	 
	Exhibit A-1              	Form of Class A-1 Certificate
	Exhibit A-2	Form of Class A-2 Certificate
	Exhibit A-3	Form of Class A-3 Certificate
	Exhibit A-4	Form of Class A-4 Certificate
	Exhibit A-5	Form of Class A-5 Certificate
	Exhibit A-6	Form of Class A-SB Certificate
	Exhibit A-7	Form of Class X-A Certificate
	Exhibit A-8	Form of Class X-B Certificate
	Exhibit A-9	Form of Class A-S Certificate
	Exhibit A-10	Form of Class B Certificate
	Exhibit A-11	Form of Class C Certificate
	Exhibit A-12	Form of Class X-D Certificate
	Exhibit A-13	Form of Class X-F Certificate
	Exhibit A-14	Form of Class X-G Certificate
	Exhibit A-15	Form of Class X-H Certificate
	Exhibit A-16	Form of Class X-J Certificate
	Exhibit A-17	Form of Class D Certificate
	Exhibit A-18	Form of Class E Certificate
	Exhibit A-19	Form of Class F Certificate
	Exhibit A-20	Form of Class G Certificate
	Exhibit A-21	Form of Class H Certificate
	Exhibit A-22	Form of Class J Certificate
	Exhibit A-23	Form of Class R Certificate
	Exhibit A-24	Form of Class S Certificate
	Exhibit A-25	Form of Class VRR Certificate
	Exhibit B	Mortgage Loan Schedule
	Exhibit C	Form of Investment Representation
    Letter
	Exhibit D-1	Form of Transferee Affidavit
	Exhibit D-2	Form of Transferor Letter
	Exhibit D-3	Form of Transferee Certificate
    for Transfers of the Class VRR Certificates
	Exhibit D-4	Form of Transferor Certificate
    for Transfers of the Class VRR Certificates
	Exhibit E	Form of Request for Release
	Exhibit F-1	Form of ERISA Representation
    Letter Regarding ERISA Restricted Certificates
	Exhibit F-2	Form of ERISA Representation
    Letter Regarding Class R and Class S Certificates
	Exhibit G	Form of Distribution Date Statement
	Exhibit H	Form of Omnibus Assignment
	Exhibit I	Form of Transfer Certificate
    for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period
	Exhibit J	Form of Transfer Certificate
    for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
	Exhibit K	Form of Transfer Certificate
    for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period
	




    	 	-vii-	 



     


    


	Exhibit L	Form of Transfer Certificate
    for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
	Exhibit M	Form of Transfer Certificate
    for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate
	Exhibit N	Form of Transfer Certificate
    for Non-Book Entry Certificate to Regulation S Book-Entry Certificate
	Exhibit O	Form of Transfer Certificate
    for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate
	Exhibit P-1A	Form of Investor Certification
    for Non-Borrower Party and/or the Risk Retention Consultation Party (for Persons other than the Directing Certificateholder 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
    Controlling Class Holder to Certificate Administrator
	Exhibit P-1G	Form of Certification of Directing
    Certificateholder
	Exhibit P-1H	Form of Certification of a
    Risk Retention Consultation Party
	Exhibit P-2	Form of Certification for NRSROs
	Exhibit P-3	Online Market Data Provider
    Certification
	Exhibit Q	Custodian Certification/Exception
    Report
	Exhibit R-1	Form of Power of Attorney –
    Master Servicer
	Exhibit R-2	Form of Power of Attorney –
    Special Servicer
	Exhibit S	Initial Companion Holders
	Exhibit T	Form of Notice Relating to
    the Non-Serviced Mortgage Loans
	Exhibit U	Form of Notice and Certification
    Regarding Defeasance of Mortgage Loan
	Exhibit V	Form of Operating Advisor Annual
    Report
	Exhibit W	Form of Notice from Operating
    Advisor Recommending Replacement of 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
	




    	 	-viii-	 



     


    


	Exhibit BB	Additional Form 10-D Disclosure
	Exhibit CC	Additional Form 10-K Disclosure
	Exhibit DD	Form 8-K Disclosure Information
	Exhibit EE	Additional Disclosure Notification
	Exhibit FF	Initial Sub-Servicers
	Exhibit GG	Servicing Function Participants
	Exhibit HH	Form of Annual Compliance Statement
	Exhibit II	Form of Report on Assessment
    of Compliance with Servicing Criteria
	Exhibit JJ	CREFC®
    Payment Information
	Exhibit KK	Form of Notice of Additional
    Indebtedness Notification
	Exhibit LL	[Reserved]
	Exhibit MM	Additional Disclosure Notification
    (Accounts)
	Exhibit NN	Form of Notice of Purchase
    of Controlling Class Certificate
	Exhibit OO	Form of Asset Review Report
	Exhibit PP	Form of Asset Review Report
    Summary
	Exhibit QQ	Asset Review Procedures
	Exhibit RR	Form of Certification to Certificate
    Administrator Requesting Access to Secure Data Room
	Exhibit SS	Form of Notice of [Additional
    Delinquent Loan][Cessation of Delinquent Loan][Cessation of Asset Review Trigger]
	EXHIBIT TT	Form of Certificate Administrator
    Receipt in Respect of the Class VRR Certificates
	 	 
	SCHEDULES	 
	 	 
	Schedule 1	Mortgage Loans With Additional
    Debt
	Schedule 2	Class A-SB Planned Principal
    Balance Schedule
	Schedule 3	Mortgage Loans With “Performance”,
    “Earn-Out” or “Holdback” Escrows or Reserves
	 	 




    	 	-ix-	 



     


    

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


PRELIMINARY STATEMENT:


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


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


The Depositor intends (i)
to sell the Certificates (other than the Class VRR Certificates) to the Underwriters and the Initial Purchasers and (ii) to cause the
Class VRR Certificates to be owned on the Closing Date by Barclays Bank PLC, as a Majority-Owned Affiliate of Barclays.


LOWER-TIER REMIC


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




    	 	 
-1-
	 



     


    

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)	$	15,000,00	0
	Class LA2	(1)	$	   108,000,00	0
	Class LA3	(1)	$	16,000,00	0
	Class
    LA4	(1)	$	150,000,00	0
	Class
    LA5	(1)	$	410,000,00	0
	Class LASB	(1)	$	22,296,00	0
	Class LAS	(1)	$	113,347,00	0
	Class LB	(1)	$	46,369,00	0
	Class LC	(1)	$	41,217,00	0
	Class LD	(1)	$	24,472,00	0
	Class LE	(1)	$	16,745,00	0
	Class LF	(1)	$	23,184,00	0
	Class LG	(1)	$	10,304,00	0
	Class LH	(1)	$	12,881,00	0
	Class LJ	(1)	$	20,608,59	0
	Class LVRR	(1)	$	54,232,82	1(2)
	Class LR	None(3)	None






 







		(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 LVRR Uncertificated Interest (evidenced by the Class VRR Certificates) will have an
                                            original principal balance equal to the VRR Percentage multiplied by the aggregate Cut-off
                                            Date Balance of the Mortgage Loans.



		(3)	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 Aggregate Available Funds remaining
                                            in the Lower-Tier REMIC Distribution Account after distributing the Lower-Tier Distribution
                                            Amount will be deemed distributed to the Class LR Interest and shall be payable to
                                            the Holders of the Class R Certificates.



UPPER-TIER REMIC


The Upper-Tier REMIC
will hold the Lower-Tier Regular Interests and will issue the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB,
Class X-A, Class X-B, Class A-S, Class B, Class C, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J,
Class D, Class E, Class F, Class G, Class H, Class J and VRR Upper-Tier Regular Interests, each of which represents
a class of “regular interests” in the Upper-Tier REMIC created hereunder. The Upper-Tier REMIC shall also issue the uncertificated
Class UR Interest, which is the sole class of “residual interests” in the Upper-Tier REMIC for purposes of the REMIC
Provisions and is represented by the Class R Certificates. The Class UR Interest will not have a Certificate Balance




    	 	 
-2-
	 



     


    

or Notional Amount, will not bear
interest and will not be entitled to distributions of Prepayment Premiums or Yield Maintenance Charges. Any Aggregate Available
Funds remaining in the Upper-Tier REMIC Distribution Account after all required distributions under this Agreement have been made to
each Class of Regular Certificates and the VRR Upper-Tier Regular Interests 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 of the Principal Balance Certificates and the Class VRR Certificates, the “Original
Certificate Balance”) or the aggregate initial notional amount (in the case of the Class X Certificates, the “Original
Notional Amount”), as applicable, for each Class of Certificates:


	Corresponding
    Certificates
	Initial
    Pass-Through Rate
	Original
    Certificate Balance or Notional Amount

	Class A-1
    Certificates	4.02100%	$	15,000,00	0
	Class A-2
    Certificates	4.60000%	$	108,000,00	0
	Class A-3
    Certificates	4.60000%	$	16,000,00	0
	Class A-4
    Certificates	4.41600%	$	150,000,00	0
	Class
    A-5 Certificates	4.60000%	$	410,000,00	0
	Class A-SB
    Certificates	4.60000%	$	22,296,00	0
	Class
    X-A Certificates	0.13250%(1)	$	721,296,00	0(2)
	Class
    X-B Certificates	0.08220%(1)	$	200,933,00	0(2)
	Class
    X-D Certificates	2.18220%(1)	$	41,217,00	0(2)
	Class
    X-F Certificates	2.18220%(1)	$	23,184,00	0(2)
	Class
    X-G Certificates	1.33220%(1)	$	10,304,00	0(2)
	Class
    X-H Certificates	1.33220%(1)	$	12,881,00	0(2)
	Class
    X-J Certificates	1.33220%(1)	$	20,608,59	0(2)
	Class A-S
    Certificates	4.60000%	$	113,347,00	0
	Class B
    Certificates	4.60000%	$	46,369,00	0
	Class C
    Certificates	4.60000%	$	41,217,00	0
	Class D
    Certificates	2.50000%	$	24,472,00	0
	Class E
    Certificates	2.50000%	$	16,745,00	0
	Class F
    Certificates	2.50000%	$	23,184,00	0
	Class G
    Certificates	3.35000%	$	10,304,00	0
	Class H
    Certificates	3.35000%	$	12,881,00	0
	Class J
    Certificates	3.35000%	$	20,608,59	0
	Class R
    Certificates	None(3)	N/A
	Class S
    Certificates	None(3)	N/A
	Class VRR
    Certificates	(4)	$	54,232,82	1(5)






 







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





    	 	 
-3-
	 



     


    

Certificates
will be calculated in accordance with the definition of “Class X-D Pass-Through Rate”. The Pass-Through Rate
for the Class X-F Certificates will be calculated in accordance with the definition of “Class X-F Pass-Through
Rate”. The Pass-Through Rate for the Class X-G Certificates will be calculated in accordance with the definition of
“Class X-G Pass-Through Rate”. The Pass-Through Rate for the Class X-H Certificates will be calculated
in accordance with the definition of “Class X-H Pass-Through Rate”. The Pass-Through Rate for the Class X-J
Certificates will be calculated in accordance with the definition of “Class X-J Pass-Through Rate”.


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



		(3)	Neither
                                            the Class R nor Class S Certificates will have a Certificate Balance or a Notional
                                            Amount, and will not bear interest or be entitled to distributions of Prepayment Premiums
                                            or Yield Maintenance Charges. Any Aggregate 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 and the VRR Upper-Tier Regular Interests will
                                            be deemed distributed to the Class UR Interest and shall be payable to the Holders
                                            of the Class R Certificates.



		(4)	Although
                                            they do not have a specified Pass-Through Rate, the effective interest rate on the Class
                                            VRR Certificates on any Distribution Date will be the Weighted Average Net Mortgage Rate
                                            for such Distribution Date.



		(5)	The
                                            Class VRR Certificates will have an original principal balance equal to the VRR Percentage
                                            multiplied by the aggregate Cut-off Date Balance of the Mortgage Loans.



THE GRANTOR TRUST


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


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


	Class Designation
	Interest
    Entitlements

    (per annum)
	Original
    Certificate Balance
	Specific
    Grantor Trust Assets Represented by such Certificate

	Class VRR	(1)	$54,232,821	Class VRR Specific Grantor
    Trust Assets
	Class S	(2)	(2)	Class S Specific Grantor
    Trust Assets






 







		(1)	The
                                            Class VRR Certificates will not have a Pass-Through Rate. Instead these Certificates will
                                            entitle the Holders to interest on any Distribution Date in an amount equal to the VRR Interest
                                            Distribution Amount for such Distribution Date. The Class VRR Certificates will also be entitled
                                            to the VRR Percentage of the Excess Interest for such Distribution Date.





    	 	 
-4-
	 



     


    

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



On
the Closing Date, the Depositor is selling, assigning and transferring and otherwise conveying to Barclays Bank PLC (as a Majority-Owned
Affiliate of Barclays), $54,232,821 Certificate Balance of the Class VRR Certificates (which assignment, transfer and conveyance shall,
solely for purposes of satisfying the requirements of Section 3(a) and Section 4(a)(3) of the Risk Retention Rule, be deemed assigned,
transferred and conveyed from the Depositor to Barclays and from Barclays to Barclays Bank PLC).


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 $1,084,656,412.


WHOLE LOANS


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


	Whole
    Loan	Type	Non-Serviced
    PSA	Companion

                                                                                Loan Name
	Companion

                                                                                Loan Type

	Yorkshire
    & Lexington Towers	Non-Serviced	CGCMT 2022-GC48

     
	Note A-1

    Note A-3

    Note A-4

    Note A-6

    Note A-7

    Note A-9

    Note A-10

    Note A-11

    Note A-12

    Note A-13

    Note A-14

    Note A-15

    Note A-16

    Note A-17

    Note A-18

    Note B-1

    Note B-2
	Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Subordinate

    Subordinate

	1888
    Century Park East	Non-Serviced	BBCMS
    2022-C14	Note A-1

    Note A-2
	Pari Passu

    Pari Passu





    	 	 
-5-
	 



     


    

 


	Whole
    Loan	Type	Non-Serviced
    PSA	Companion

                                                                                Loan
                                            Name
	Companion

                                                                                Loan
                                            Type

	3075
    Olcott	Servicing
    Shift	N/A(1)	Note A-1

    Note A-5

    Note A-6

    Note A-7

    Note A-8

    Note A-10
	Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

	70
    Hudson Street	Servicing
    Shift	N/A(2)	Note A-A-1

    Note A-A-3

    Note A-A-4

    Note A-B
	Pari Passu

    Pari Passu

    Pari Passu

    Subordinate

	ExchangeRight Net

                                                                                Leased Portfolio #55
	Non-Serviced	Benchmark
    2022-B35	Note A-1-A

    Note A-1-B
	Pari Passu

    Pari Passu

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

    Note A-2-1

    Note A-2-2

    Note A-3

    Note A-4

    Note A-5

    Note A-6

    Note A-7

    Note A-8
	Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

	ILPT
    Logistics Portfolio	Non-Serviced	ILPT
    2022-LPFX	Note A-1-A

    Note A-1-B

    Note A-1-C

    Note A-1-D

    Note A-1-E

    Note A-2-A-1

    Note A-2-A-2

    Note A-2-B-1

    Note A-2-C

    Note A-2-D

    Note A-2-E

    Note B-1

    Note B-2

    Note B-3

    Note B-4

    Note B-5
	Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Subordinate

    Subordinate

    Subordinate

    Subordinate

    Subordinate

	Phoenix Industrial

                                                                                Portfolio VIII
	Serviced	N/A	Note
    A-2	Pari
    Passu




    	 	 
-6-
	 



     


    

 


	Whole
    Loan	Type	Non-Serviced
    PSA	Companion

                                                                                Loan
                                            Name
	Companion

                                                                                Loan
                                            Type

	The Shoppes at Eagle

                                                                                Point
	Serviced	N/A	Note
    A-2	Pari
    Passu
	Twin Spans Business Park

                                                                                and Delaware River

                                                                                Industrial Park
	Non-Serviced	BBCMS
    2022-C15	Note A-1

    Note A-3
	Pari Passu

    Pari Passu

	Stockton Self Storage

                                                                                Portfolio
	Serviced	N/A	Note
    A-2	Pari
    Passu
	The
    Summit	Non-Serviced	SUMIT
    2022-BVUE	Note A-1-S

    Note A-1-1

    Note A-1-2

    Note A-2-S

    Note A-2-1

    Note A-2-2

    Note B-1-1

    Note B-2-1
	Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Subordinate

    Subordinate

	Hamilton
    Commons	Non-Serviced	BBCMS 2021-C12

     
	Note
    A-1	Pari
    Passu
	Oak
    Ridge Office Park	Serviced	N/A	Note
    A-2	Pari
    Passu
	Moonwater Office

                                                                                Portfolio
	Non-Serviced	Benchmark
    2022-B32	Note A-1

    Note A-2

    Note A-3
	Pari Passu

    Pari Passu

    Pari Passu



Each of the Whole Loans listed
above consists of the corresponding Mortgage Loan and Companion Loan(s) listed next to such Whole Loan. With respect to any Whole Loan,
each of the Mortgage Loan and the Pari Passu Companion Loan(s) are pari passu with each other to the extent provided in the related
Intercreditor Agreement, and any AB Subordinate Companion Loan(s) is generally subordinate to the related Mortgage Loan and any Pari Passu
Companion Loan(s) to the extent provided in the related Intercreditor Agreement. 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:







    	 	 
-7-
	 



     


    

Article I



DEFINITIONS


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


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


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


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


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


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


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


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


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


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




    	 	 
-8-
	 



     


    

“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. The AB Subordinate Companion Loans, if any, are the companion loans associated with
the promissory notes in the table under the heading “Whole Loans” in the Preliminary Statement hereto as having a “Companion
Loan Type” of “Subordinate”.


“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”.


“AB Whole Loan Controlling
Holder”: With respect to an AB Whole Loan, the “Controlling Noteholder”, “Directing Lender” or similarly
defined party identified in the related AB Intercreditor Agreement. With respect to the Yorkshire & Lexington Towers Whole Loan, FS
CREIT Investments HRR, LLC is the related AB Whole Loan Controlling Holder as of the Cut-off Date. 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. With
respect to the ILPT Logistics Portfolio Whole Loan, CPPIB Credit Structured North America III, Inc. is the related AB Whole Loan Controlling
Holder as of the Cut-off Date. With respect to The Summit Whole Loan, Prima Capital Advisors LLC is the related AB Whole Loan Controlling
Holder as of the Cut-off Date.


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


“Acceptable Insurance
Default”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, a default
under the related Mortgage Loan documents arising by reason of (i) any failure on the part of the related Mortgagor to maintain with
respect to the related Mortgaged Property specific insurance coverage with respect to, or an all-risk casualty insurance policy that
does not specifically exclude, terrorist or similar acts, and/or (ii) any failure on the part of the related Mortgagor to maintain
with respect to the related Mortgaged Property insurance coverage with respect to damages or casualties caused by terrorist or similar
acts upon terms not materially less favorable than those in place as of the Closing Date, in each case as to which default the Master
Servicer and the Special Servicer may forbear taking any enforcement action, provided that the Special Servicer has determined,
in its reasonable judgment, based on inquiry consistent with the Servicing Standard (unless a Control Termination Event has occurred and
is continuing (or other than with respect to any Excluded Loan), (i) with the consent of the Directing Certificateholder (and after a
Control Termination Event has occurred, but prior to the occurrence of a Consultation Termination Event (or other than with respect to
any Excluded Loan), after consultation with the Directing Certificateholder as provided in Section 6.08)) and (ii) with respect
to a Specially Serviced Loan, after non-binding consultation with the Risk Retention




    	 	 
-9-
	 



     


    

Consultation Party pursuant to Section 6.08
(or, with respect to a Serviced AB Whole Loan, and prior to any related AB Control Appraisal Period, with the consent of the related AB
Whole Loan Controlling Holder to the extent required under the related Intercreditor Agreement), that either (a) such insurance is
not available at commercially reasonable rates and that such hazards are not at the time commonly insured against for properties similar
to the related Mortgaged Property and located in or around the region in which such related Mortgaged Property is located, or (b) such
insurance is not available at any rate; provided, however, that the Directing Certificateholder and the Risk Retention Consultation
Party (if it has the right to consult pursuant to Section 6.08) (or, with respect to a Serviced AB Whole Loan, the related
AB Whole Loan Controlling Holder prior to any AB Control Appraisal Period to the extent required under the related Intercreditor Agreement)
will not have more than thirty (30) days to respond to the Special Servicer’s request for such consent or consultation; provided,
further, that upon the Special Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances
do not allow the Special Servicer to consult with the Directing Certificateholder, the Risk Retention Consultation Party or any applicable
AB Whole Loan Controlling Holder, as applicable, the Special Servicer is not required to do so. Each of the Master Servicer (if the Master
Servicer and the Special Servicer mutually agree that the Master Servicer shall make the determinations described above) and the Special
Servicer (at the expense of the Trust Fund) shall be entitled to rely on insurance consultants in making the determinations described
above, and if the Master Servicer is making such determination, the Master Servicer will be required to make such determination in the
same manner and subject to the same rights and obligations as if the Special Servicer were to make such determination.


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


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


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


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


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


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




    	 	 
-10-
	 



     


    

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


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


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


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


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


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


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


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


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


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




    	 	 
-11-
	 



     


    

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


(v)                    
all Excess Interest allocable to the Mortgage Loans (which is separately distributed to the Holders of the Class VRR and Class S
Certificates, as described in Section 4.01(m));


(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 Accounts
allocable to the Mortgage Loans to the Collection Account for such Distribution Date pursuant to Section 3.14(c);


(c)                 the
aggregate amount of any 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




    	 	 
-12-
	 



     


    

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 Aggregate Available Funds,
the amounts so invested shall be deemed to remain on deposit in such account.


“Aggregate 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 Aggregate 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.


“Aggregate Gain-on-Sale
Entitlement Amount”: With respect to each Distribution Date, the aggregate amount of (i) the sum of (a)(x) 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, divided by (y) the Non-VRR Percentage, and (b)(x) the amount by which the Non-VRR Principal Distribution Amount exceeds
the aggregate amount that would actually be distributed on such Distribution Date in respect of such Non-VRR Principal Distribution Amount,
divided by (y) the Non-VRR Percentage and (ii) any Non-VRR Realized Losses and VRR 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 Non-VRR Gain-on-Sale Remittance Amount as part of the definition
of Non-VRR Available Funds and the VRR Gain-on-Sale Remittance Amount as part of the definition of VRR Available Funds.


“Aggregate Principal
Distribution Amount”: With respect to any Distribution Date and the Principal Balance Certificates and the Class VRR Certificates,
an amount equal to the sum of the following amounts: (a) the Aggregate 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 Aggregate 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 Aggregate Principal Distribution Amount for such Distribution
Date and (B) Workout-Delayed Reimbursement Amounts paid or reimbursed from 



    	 	 
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principal collections on the Mortgage
Loans in a period during which such principal collections would have otherwise been included in the Aggregate Principal Distribution
Amount for such Distribution Date (provided that, in the case of 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 Aggregate Principal Distribution Amount for
the Distribution Date related to the period in which such recovery occurs).


“Aggregate 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 Aggregate Principal Distribution Amount for the preceding Distribution Date exceeds (b) the aggregate
amount actually distributed on the preceding Distribution Date in respect of such Aggregate Principal Distribution Amount. The Aggregate
Principal Shortfall for the initial Distribution Date will be zero.


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


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


“Applicable DBRS
Morningstar 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 at least “R-1 (middle)”, (B) in the case of such investments with maturities greater than
90 days but less than 365 days, the short-term debt obligations of which are rated at least “R-1 (high)”, and (C) in the case
of such investments with maturities of 365 days or longer, the long term obligations of which are rated at least “AAA”, and
in the case of each of clauses (A) through (C), if then rated by DBRS Morningstar and, if not so rated, an equivalent or higher rating
by two other NRSROs (which may include Moody’s and/or Fitch).


“Applicable Laws”:
As defined in Section 8.15.


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


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



    	 	 
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“Appraisal
Reduction Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any
Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by the Special Servicer
(prior to the occurrence of a Consultation Termination Event and only with respect to any Mortgage Loan other than an Excluded Loan)
in consultation with the Directing Certificateholder, and, after the occurrence and during the continuance of a Control Termination
Event, in consultation with the Directing Certificateholder (only with respect to any Mortgage Loan other than an Excluded Loan) and
the Operating Advisor and, after the occurrence and during the continuance of a Consultation Termination Event, in consultation with
the Operating Advisor, as of the first Determination Date that is at least ten (10) Business Days following the date on which the
Special Servicer receives the related Appraisal or conducts a valuation described herein, equal to the excess of (a) the Stated
Principal Balance of that Mortgage Loan or the Stated Principal Balance of the applicable Serviced Whole Loan over (b) the
excess of (i) the sum of (A) 90% of the Appraised Value of the related Mortgaged Property as determined (1) by one or
more Appraisals obtained by the Special Servicer with respect to any Mortgage Loan or Serviced Whole Loan, as the case may be, with
an outstanding principal balance equal to or in excess of $2,000,000 (the costs of which shall be paid by the Master Servicer as an
Advance) or (2) at the Special Servicer’s option, either (i) an Appraisal obtained by the Special Servicer (the costs of which
will be paid by the Master Servicer as an Advance) or (ii) by an internal valuation performed by the Special Servicer with respect
to any Mortgage Loan or Serviced Whole Loan, as the case may be, with an outstanding principal balance less than $2,000,000, minus,
with respect to any Appraisals, such downward adjustments as the Special Servicer may make (without implying any obligation to do
so) based upon its review of the Appraisal and any other information it deems relevant, (B) all escrows, letters of credit
and reserves in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, as of the date of calculation and (C) all
Insurance and Condemnation Proceeds that constitute collateral for the related Mortgage Loan or Serviced Whole Loan over
(ii) the sum of, as of the Due Date occurring in the month of the date of determination, (A) to the extent not
previously advanced by the Master Servicer or the Trustee, all unpaid interest due on such Mortgage Loan or Serviced Whole Loan, as
the case may be, at a per annum rate equal to its Mortgage Rate (and, with respect to any AB Whole Loan, any accrued and
unpaid interest on the related AB Subordinate Companion Loan, as applicable), (B) all P&I Advances on the related
Mortgage Loan and 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, without limiting the Special Servicer’s
obligation to order and obtain such Appraisal or perform such valuation, if the Special Servicer has not obtained an Appraisal or
performed such valuation, as applicable, referred to above within sixty (60) days of the Appraisal Reduction Event, 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 



    	 	 
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above is received by the Special Servicer
and the Appraisal Reduction Amount is calculated by the Special Servicer as of the first Determination Date that is at least ten
(10) Business Days following the date the Special Servicer receives from the Master Servicer information requested by the Special
Servicer from the Master Servicer that is in the possession of the Master Servicer and reasonably necessary to calculate the
Appraisal Reduction Amount. Within sixty (60) days after the Appraisal Reduction Event, the Special Servicer shall order and use
reasonable efforts to receive an Appraisal (the cost of which shall be paid by the Master Servicer as a Servicing Advance); provided, further, however,
that in no event shall the Special Servicer be required to order any such Appraisal prior to the conclusion of such sixty (60) day
period, as applicable, and in each case, the related Appraisal shall be promptly delivered in electronic format by the Special
Servicer to the Master Servicer, the Operating Advisor (but only after the occurrence of a Control Termination Event), the Directing
Certificateholder (but only prior to the occurrence of a Consultation Termination Event), the Certificate Administrator and the
Trustee. In addition, the Master Servicer shall deliver to (via electronic delivery) or provide access to the Special Servicer any
information in its possession that is reasonably required to determine, redetermine, calculate or recalculate any Appraisal
Reduction Amount pursuant to its definition using reasonable efforts to deliver such information with five (5) Business Days of the
Special Servicer’s reasonable request. The Master Servicer will not calculate the Appraisal Reduction Amounts.


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


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


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


“Appraisal Reduction
Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan and Serviced Whole
Loan, the earliest of (i) one hundred twenty (120) days after an uncured delinquency (without regard to the application of any Grace
Period), other than any uncured delinquency in respect of a Balloon Payment, occurs in respect of such Mortgage Loan or related Companion
Loan, as applicable, (ii) the date on which a reduction in the amount of Periodic Payments on such Mortgage Loan or Companion Loan,
as applicable, or a change in any other material economic term of such Mortgage Loan or Companion Loan, as applicable, (other than an
extension of the Maturity Date), becomes effective as a result of a modification of such Mortgage Loan or Companion Loan, as applicable,
by the Special Servicer, (iii) thirty (30) days after the date on which a receiver has been appointed for the Mortgaged Property,
(iv) thirty (30) days after the date on which a Mortgagor or the tenant at a single tenant property declares bankruptcy (and the




    	 	 
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bankruptcy petition is not otherwise
dismissed within such time), (v) sixty (60) days after the date on which an involuntary petition of bankruptcy is filed with
respect to a Mortgagor if not dismissed within such time, (vi) a payment default has occurred with respect to the related
Balloon Payment; provided, however, if (A) the related Mortgagor is diligently seeking a refinancing commitment (and
delivers a statement to that effect to the Master Servicer within thirty (30) days after the payment default, who will be required
to promptly deliver a copy to the Special Servicer, the Operating Advisor and the Directing Certificateholder (but only prior to the
occurrence of a Consultation Termination Event)), (B) the related Mortgagor continues to make its Assumed Scheduled Payment, (C) no
other Appraisal Reduction Event has occurred with respect to that Mortgage Loan or Serviced Whole Loan, and (D) for so long as no
Control Termination Event has occurred and is continuing, the Directing Certificateholder consents, an Appraisal Reduction Event
will not occur until sixty (60) days beyond the related Maturity Date, unless extended by the Special Servicer in accordance with
the Mortgage Loan documents or this Agreement; and provided, further, if the related Mortgagor has
delivered to the Master Servicer, who will be required to promptly deliver a copy to the Special Servicer, the Operating Advisor and
the Directing Certificateholder (but only prior to the occurrence of a Consultation Termination Event), on or before the sixtieth
(60th) day after the related Maturity Date, a refinancing commitment reasonably acceptable to the Special Servicer, and
the Mortgagor continues to make its Assumed Scheduled Payments (and no other Appraisal Reduction Event has occurred with respect to
that Mortgage Loan or Serviced Whole Loan), an Appraisal Reduction Event will not occur until the earlier of (1) one hundred twenty
(120) days beyond the related Maturity Date (or extended Maturity Date) and (2) the termination of the refinancing commitment, and
(vii) immediately after such Mortgage Loan or related Companion Loan, as applicable, becomes an REO Loan; provided
that the thirty (30) day period referenced in clauses (iii) and (iv) shall not apply if the related Mortgage Loan is a
Specially Serviced Loan; provided, further, however, that except for purposes of calculating the amount of a
P&I Advance, an Appraisal Reduction Event shall not occur at any time when the aggregate Certificate Balances of all Classes of
Subordinate Certificates have been reduced to zero. The Special Servicer shall notify the Master Servicer, the Directing
Certificateholder and the Operating Advisor, or the Master Servicer shall notify the Special Servicer and the Operating Advisor, as
applicable, promptly upon such Person having notice or knowledge of the occurrence of any of the foregoing events. The obligation to
obtain an Appraisal following the occurrence of an Appraisal Reduction Event shall be subject to the provisions of Section 4.05 hereof.


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


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


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






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


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


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


“ARD Loan”:
Any Mortgage Loan that is identified on the Mortgage Loan Schedule as having “ARD Step Up (%)”.


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


“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 



    	 	 
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faith discretion and judgment based on the facts and circumstances known to
it at the time of such determination or assumption.


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


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


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


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


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


“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 



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


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


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


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


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


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


“Barclays Mortgage
Loan Purchase Agreement”: The mortgage loan purchase agreement, dated as of June 28, 2022 by and between Barclays, BCHI and
the Depositor.


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


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


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


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


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






    	 	 
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“Borrower-Related
Party”: As defined in Section 3.30(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 as of June 28, 2022 by and among BSPRT, FBRT and the Depositor.


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


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


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2022-C16, 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 0.00687% 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 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”.






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


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


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


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


“Certificateholder”
or “Holder”: The Person in whose name a Certificate (including the Class VRR Certificates) 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 (including the Class VRR Certificates)
registered in the name of or beneficially owned by the Master Servicer, the Special Servicer (including, for the avoidance of doubt,
any Excluded Special Servicer), the Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan Seller, a Borrower
Party or any Sub-Servicer (as applicable) or Affiliate of any of such Persons shall be deemed not to be outstanding (provided
that notwithstanding the foregoing, any Controlling Class Certificates owned by an Excluded Controlling Class Holder shall not be
deemed to be outstanding as to such Excluded Controlling Class Holder solely with respect to any related Excluded Controlling Class
Loan; and provided, further, that any Controlling Class Certificates owned by the Special Servicer or an Affiliate
thereof shall not be deemed to be outstanding as to the Special Servicer or such Affiliate solely with respect to any related
Excluded Special Servicer Loan), and the Voting Rights to which it is entitled shall not be taken into account in determining
whether the requisite percentage of Voting Rights necessary to effect any such consent, approval, waiver or take any such action has
been obtained; provided, however, that the foregoing restrictions shall not apply in the case of the Master
Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate
Administrator, the Depositor, any Mortgage Loan Seller or any Affiliate of any of such Persons unless such consent, approval or
waiver sought from such party would in any way increase its compensation or limit its obligations in the named capacities hereunder
or waive a Servicer Termination Event or trigger an Asset Review (with respect to an Asset Review and any Mortgage Loan Seller,
solely with respect to any related Mortgage Loan); provided, further, that so long as there is no Servicer Termination
Event with respect to the Master Servicer or the Special Servicer, as applicable, the Master Servicer or Special Servicer or such
Affiliate of either 



    	 	 
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shall be entitled to exercise such Voting Rights with respect to any issue which could reasonably be believed to
adversely affect such party’s compensation or increase its obligations or liabilities hereunder; and provided, further,
that such restrictions shall not apply to (i) the exercise of the Special Servicer’s, the Master Servicer’s or
any Mortgage Loan Seller’s rights, if any, or any of their Affiliates as a member of the Controlling Class or (ii) any
Affiliate of the Depositor, the Master Servicer, the Special Servicer, the Trustee, or the Certificate Administrator that has
provided an Investor Certification in which it has certified as to the existence of certain policies and procedures restricting the
flow of information between it and the Depositor, the Master Servicer, the Special Servicer, the Trustee, or the Certificate
Administrator, as applicable. The Trustee and the Certificate Administrator shall each be entitled to request and rely upon a
certificate of the Master Servicer, the Special Servicer or the Depositor in determining whether a Certificate is registered in the
name of an Affiliate of such Person. All references herein to “Holders” or “Certificateholders” shall
reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and the Depository
Participants, except as otherwise specified herein; provided, however, that the parties hereto shall be required to
recognize as a “Holder” or “Certificateholder” only the Person in whose name a Certificate is registered in
the Certificate Register. The Trustee shall be the Holder of the Lower-Tier Regular Interests for the benefit of the
Certificateholders.


“Certificateholder
Quorum”: The Holders of Certificates evidencing at least 50% of the aggregate 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 and
the Class VRR 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 and each separately designated VRR Upper-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.






    	 	 
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“Class A-1
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 4.02100%.


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


“Class A-2
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 4.60000%, subject to a maximum
rate equal to the Weighted Average Net Mortgage Rate for such Distribution Date.


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


“Class A-3
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 4.60000%, 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-4
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


“Class A-4
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 4.41600%, subject to a maximum
rate equal to the Weighted Average Net Mortgage Rate for such Distribution Date.


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


“Class A-5
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 4.60000%, 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-9
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 4.60000%, subject to a maximum rate
equal to the Weighted Average Net Mortgage Rate for such Distribution Date.


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






    	 	 
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“Class A-SB
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 4.60000%, 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-10 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


“Class B Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 4.60000%, subject to a maximum rate equal to
the Weighted Average Net Mortgage Rate for such Distribution Date.


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


“Class C Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 4.60000%, subject to a maximum rate equal to
the Weighted Average Net Mortgage Rate for such Distribution Date.


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


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


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


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


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


“Class F Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.50000%.


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






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


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


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


“Class J Certificate”:
A Certificate designated as “Class J” on the face thereof, in the form of Exhibit A-22 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


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


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


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


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


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


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


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



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


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


“Class LG 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 LH
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 LJ
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.






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


“Class LVRR 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 R Certificate”:
A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-23 hereto, and evidencing
the sole class of “residual interest” in each Trust REMIC for purposes of the REMIC Provisions.


“Class S Certificate”:
A Certificate designated as “Class S” on the face thereof, in the form of Exhibit A-24 hereto, and evidencing an
undivided beneficial interest in the Class S Specific Grantor Trust Assets.


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


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


“Class VRR Certificate”:
A Certificate designated as “Class VRR” on the face thereof, in the form of Exhibit A-25 hereto, and evidencing
an undivided beneficial interest in the Class VRR Specific Grantor Trust Assets.


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


“Class VRR Certificateholder”:
Any Person who owns the Class VRR Certificates, as identified to the Certificate Administrator in writing. As of the Closing Date, Barclays
Bank PLC is the Holder of the Class VRR Certificates. Until it receives notice to the contrary in the form of both Exhibit D-3
and Exhibit D-4, as applicable, hereto pursuant to Section 5.03(i), the Certificate Administrator shall be entitled
to rely on the preceding sentence with respect to the identity of the Class VRR Certificateholders and, thereafter, the Certificate Administrator
shall be entitled to rely on the most recent notification in the form of notice of the new owner and submission of both Exhibit D-3
and Exhibit D-4, as applicable, hereto pursuant to Section 5.03(i) with respect to the identity of the Class VRR Certificateholders.


“Class VRR
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the VRR Upper-Tier Regular Interests, (ii)
amounts held from time to time in the VRR Interest Distribution Account that represent distributions of the VRR Upper-Tier Regular
Interests, (iii) the VRR Percentage of any Excess Interest received on or prior to the related Determination Date, and (iv) the VRR
Percentage of any amounts held from time to time in the Excess Interest Distribution Account and the proceeds thereof.






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


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


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


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


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


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


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


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


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


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



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


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


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


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


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


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


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


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


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


“Class X-H
Pass-Through Rate”: The Pass-Through Rate for Class X-H Certificates for any Distribution Date will be a per
annum rate equal to 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 H Certificates for the related Distribution Date. The Pass-Through Rate
applicable to the Class X-H Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary
Statement hereto.






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


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


“Class X-J
Pass-Through Rate”: The Pass-Through Rate for Class X-J Certificates for any Distribution Date will be a per annum
rate equal to 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 J Certificates for the related Distribution Date. The Pass-Through Rate applicable to the Class X-J 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”:
June 28, 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, the excess of (i) the Stated Principal Balance
of such AB Modified Loan (taking into account the related junior note(s) and any pari passu notes included therein), over (ii)
the sum of (in the case of a Whole Loan, solely to the extent allocable to the subject Mortgage Loan) (x) the most recent Appraised Value
for the related Mortgaged Property or Mortgaged Properties, plus (y) solely to the extent not reflected or taken into account in such
Appraised Value and to the extent on deposit with, or otherwise under the control of, the lender as of the date of such determination,
any capital or additional collateral contributed by the related Mortgagor at the time the Mortgage Loan became (and as part of the modification
related to) such AB Modified Loan for the benefit of the related Mortgaged Property or Mortgaged Properties (provided, that in the case
of a Non-Serviced Mortgage Loan, the amounts set forth in this clause (y) will be taken into account solely to the extent relevant information
is received by the Special Servicer), plus (z) any other escrows or reserves (in addition to any amounts set forth in the immediately
preceding clause (y)) held by the lender in respect of such AB Modified Loan as of the date of such determination. The Master Servicer,
the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on the Special Servicer’s calculation
or determination of any Collateral Deficiency Amount.


“Collection Account”:
A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section 3.04(a) on behalf
of the Trustee for the benefit of the Certificateholders, which shall be entitled “Midland Loan Services, a Division of 



    	 	 
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PNC Bank,
National Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered
holders of BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16, Collection Account”. Any
such account or accounts shall be an Eligible Account. Subject to the related Intercreditor Agreement and taking into account that each
Companion Loan is subordinate or pari passu, as applicable, to the related Serviced Mortgage Loan to the extent set forth in the
related Intercreditor Agreement, the subaccount described in the second paragraph of Section 3.04(b) that is part of the Collection
Account shall be for the benefit of the related Companion Holder, to the extent funds on deposit in such subaccount are attributed to
such Companion Loan and shall not be an asset of the Trust or any Trust REMIC formed hereunder.


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


“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 Companion Holders, which shall be entitled “Midland Loan Services,
a Division of PNC Bank, National Association, as Companion Paying Agent, for the benefit of the Companion Holders of the Companion Loans,
relating to the BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16”. The Companion Distribution
Account shall not be an asset of the Trust, any Trust REMIC or Grantor Trust, but instead shall be held by the Companion Paying Agent
on behalf of the Companion Holders. Any such account shall be an Eligible Account. Notwithstanding the foregoing, if the Master Servicer
and the Companion Paying Agent are the same entity, the Companion Distribution Account may be the subaccount referenced in the second
paragraph of Section 3.04(b).


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


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


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






    	 	 
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“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.


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


“Compensating Interest
Payments”: An aggregate amount as of any Distribution Date equal to the lesser of (i) the aggregate amount of Prepayment
Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the Mortgage Loans (other than
Non-Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loans (in each case other than any Specially Serviced Loan
or any Mortgage Loan, or any related Serviced Pari Passu Companion Loan on which the Special Servicer allowed a prepayment on a date other
than the applicable Due Date) for the related Distribution Date and (ii) the aggregate of (A) that portion of the Master Servicer’s
Servicing Fees for such Distribution Date that is, in the case of each Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced
Pari Passu Companion Loan and REO Loan for which Servicing Fees are being paid to the Master Servicer for such Collection Period, calculated
at a rate of 0.00125% per annum, (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection
Period with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) (and, so long as a Serviced Whole Loan is serviced
hereunder, the related Serviced Pari Passu Companion Loan) subject to such prepayment and (C) to the extent earned on voluntary principal
prepayments, net investment earnings payable to the Master Servicer for such Collection Period received by the Master Servicer during
such Collection Period with respect to the Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any related Serviced Pari Passu
Companion Loan, as applicable, subject to such prepayment. In no event will the rights of the Certificateholders to offset the aggregate
Prepayment Interest Shortfalls be cumulative. However, if a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a
result of the Master Servicer allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms
of the related Mortgage Loan documents regarding Principal Prepayments (other than (V) any Non-Serviced Mortgage Loan, (W) subsequent
to a default under the related Mortgage Loan documents or if the Mortgage Loan is a Specially Serviced Loan, (X) pursuant to applicable
law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such Principal Prepayment in accordance
with the Servicing Standard, (Y)(1) at the request or with the consent of the Special Servicer or, (2) so long as no Control Termination
Event has occurred and is continuing, and only with respect to the Mortgage Loans other than an Excluded Loan as to the Directing Certificateholder,
at the request or with the consent of the Directing Certificateholder or (Z) in connection with the payment of any Insurance and Condemnation
Proceeds), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall
pay, without regard to clause (ii) above, the aggregate amount of Prepayment Interest Shortfalls with respect to such Mortgage
Loan, otherwise described in clause (i) above in connection with such Prohibited Prepayments.


For the avoidance of doubt,
Compensating Interest Payments with respect to each Serviced Whole Loan shall be allocated among the related Mortgage Loan and related
Serviced Pari Passu Companion Loan(s), pro rata, in accordance with their respective principal balances.






    	 	 
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“Consultation Termination
Event”: At any date at which no Class of Control Eligible Certificates exists where such Class’s aggregate Certificate
Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard to the application of
any Cumulative Appraisal Reduction Amounts; provided, that a Consultation Termination Event shall not be deemed to be continuing
in the event the Certificate Balances of all Classes of Principal Balance Certificates other than the Control Eligible Certificates and
the Class VRR Certificates have been reduced to zero; 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. With
respect to any Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, a
Consultation Termination Event shall be deemed to exist for so long as such Mortgage Loan is an Excluded Loan.


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


“Control Termination
Event”: The occurrence of the Certificate Balance of the senior most Class of Control Eligible Certificates (taking into
account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance
with Section 4.05(a) hereof) being reduced to less than 25% of the Original Certificate Balance of such Class; provided,
that a Control Termination Event shall not be deemed to be continuing in the event the Certificate Balances of all Classes of Principal
Balance Certificates other than the Control Eligible Certificates and the Class VRR Certificates have been reduced to zero; 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. With respect to any Excluded Loan,
a Control Termination Event shall be deemed to exist for so long as such Mortgage Loan is an Excluded Loan.


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


“Controlling Class
Certificateholders”: Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class as determined
by the Certificate Registrar, from time to time, upon request by any party hereto. The Trustee, the Master Servicer, the Special Servicer
or the Operating Advisor may from time to time request (the cost of which being an expense of the Trust) that the Certificate Administrator
provide a list of the Holders (or 



    	 	 
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Certificate Owners, if applicable) of the Controlling Class and the Certificate Administrator shall
promptly provide such list without charge to such Trustee, Master Servicer, Operating Advisor or Special Servicer, as applicable. The
Trustee, Master Servicer, the Special Servicer and the Operating Advisor shall be entitled to rely on any such list so provided.


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


“Corporate Trust
Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any particular time
its corporate trust business with 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-C16;
(ii)  with respect to the Trustee, at Wilmington Trust, National Association, 1100 North Market Street, Wilmington, Delaware 19890,
Attention: CMBS Trustee, BBCMS Mortgage Trust 2022-C16; 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-C16.


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


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


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


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






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


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


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


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


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


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


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


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


“CREFC®
Advance Recovery Report”: The monthly report substantially in the form of, and containing the information called for in, the
downloadable form of the “Advance Recovery Report” available as of the Closing Date on the CREFC® Website,
or such other form for the presentation of such information and containing such additional information as may from 



    	 	 
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time to time be approved
by the CREFC® for commercial mortgage securities transactions generally.


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


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


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


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


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


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


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


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


“CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report”: The monthly report in the “Historical Loan
Modification/Forbearance and 



    	 	 
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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 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 or Grantor Trust, as
applicable.


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


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


“CREFC® Investor
Reporting Package”: The collection of reports specified by the CREFC® from time to time as the
“CREFC® Investor Reporting Package.” As of the Closing Date, the CREFC® Investor Reporting
Package contains eight electronic files ((1) CREFC® Loan Setup File, (2) CREFC® Loan
Periodic Update File, (3) CREFC® Property File, (4) CREFC® Bond Level File,
(5) CREFC® Collateral Summary File, (6) CREFC® Financial File,
(7) CREFC® Special Servicer Loan File and (8) CREFC® Schedule AL File) and nine
surveillance reports ((1) CREFC® Servicer Watch List, (2) CREFC® Delinquent Loan Status
Report, (3) CREFC® REO Status Report, (4) CREFC® Comparative Financial Status Report,
(5) CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report,
(6) CREFC® Operating Statement Analysis Report, (7) CREFC® NOI Adjustment Worksheet,
(8) CREFC® Loan Level Reserve/LOC Report and (9) with respect to Mortgage Loans that have a Companion Loan, as
applicable, the CREFC® Total Loan Report). In addition, the CREFC® Investor Reporting Package shall
include the CREFC® Advance Recovery Report. In addition, the CREFC® Investor Reporting Package shall
include the following eleven templates: (1) CREFC® Appraisal Reduction Amount Template, (2) CREFC®
Servicer Realized Loss Template, (3) CREFC® Reconciliation of Funds Template, (4) CREFC® Historical
Bond/Collateral Realized Loss Reconciliation Template, (5) CREFC® Historical Liquidation Loss Template, (6)
CREFC® Interest Shortfall Reconciliation Template, (7) CREFC® Servicer Remittance to
Certificate Administrator Report, (8) CREFC® Significant Insurance Event Report, (9) CREFC® Loan
Modification Report, (10) CREFC® Loan Liquidation Report and (11) CREFC® REO Liquidation
Report. The CREFC® Investor Reporting Package shall be substantially in the form of, and containing the information
called for in, the downloadable forms 



    	 	 
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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 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.






    	 	 
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“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.


“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.






    	 	 
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“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 Non-VRR Realized Losses to such Certificates.


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


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






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


“Cumulative
Appraisal Reduction Amount”: As of any date of determination, the sum of (i) all Appraisal Reduction Amounts then in
effect, and (ii) with respect to any AB Modified Loan, any Collateral Deficiency Amount then in effect. The Master Servicer and the
Certificate Administrator shall be entitled to conclusively rely on the Special Servicer’s calculation or determination of any
Cumulative Appraisal Reduction Amount with respect to a Mortgage Loan.


“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, either of the Mortgage Loan Sellers or an Affiliate of any of them. The Certificate 



    	 	 
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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 June 2022, or with respect to any Mortgage Loan that
has its first Due Date after June 2022, the date that would have otherwise been the related Due Date in June 2022.


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


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


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


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


“Defaulted Loan”:
A Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan (i) that is delinquent at least sixty (60) days
in respect of its Periodic Payments or delinquent in respect of its Balloon Payment, if any; provided that in respect of a Balloon
Payment, such period shall be one hundred-twenty (120) days if the related Mortgagor has provided the Master Servicer or the Special Servicer
with a written and fully executed commitment or otherwise binding application for refinancing of the related Mortgage Loan from an acceptable
lender reasonably satisfactory in form and substance to the Special Servicer (and the party receiving such commitment shall promptly forward
a copy of such commitment or application to the Master Servicer or the Special Servicer, as applicable, if it is not evident that a 



    	 	 
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copy
has been delivered to such other party); and, in either case, such delinquency is to be determined without giving effect to any Grace
Period permitted by the related Mortgage or Mortgage Note and without regard to any acceleration of payments under the related Mortgage
and Mortgage Note or (ii) as to which the Special Servicer has, by written notice to the related Mortgagor, accelerated the maturity
of the indebtedness evidenced by the related Mortgage Note. For the avoidance of doubt, a defaulted Companion Loan does not constitute
a “Defaulted Loan”.


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


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


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


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


“Definitive Certificate”:
Any Certificate in definitive, fully registered form without interest coupons. Initially, the Class VRR, Class S and Class R Certificates
and any Certificate issued pursuant to Sections 5.02(c) and (d) shall be Definitive Certificates. For the avoidance
of doubt, any Class VRR 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 COVID Modification shall not constitute a delinquency for so long as the related Mortgagor is complying with the
terms of such COVID Modification.


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






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


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


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


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


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


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


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


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


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


(iii)                
any related Assignment of Leases and of any intervening Assignments (if such item is a document separate from the Mortgage), in
each


case, with evidence of recording indicated
thereon or certified to have been submitted for recording (if in the possession of the applicable Mortgage Loan Seller);


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






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


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


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


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


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


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


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






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


(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(ies);


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


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


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


(k)              
a copy of all zoning reports;


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


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


(n)                a
copy of all UCC searches;


(o)                a
copy of all litigation searches;


(p)                a
copy of all bankruptcy searches;


(q)                a copy of any origination settlement statement;


(r)               
a copy of the Insurance Summary Report;


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


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






    	 	 
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(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; provided that no information
that is proprietary to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal communications
shall constitute part of the Diligence File. It is not required to include any of the same items identified above again if such items
have already been included under another clause of the definition of Diligence File, and the Diligence File shall include a statement
to that effect. The Mortgage Loan Seller may, without any obligation to do so, include such other documents or information as part of
the Diligence File that such Mortgage Loan Seller believes should be included to enable the Asset Representations Reviewer to perform
the Asset Review on such Mortgage Loan; provided that such documents or information are clearly labeled and identified.


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


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



    	 	 
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Directing Certificateholder from
a party holding the requisite interest in the Controlling Class, or the resignation of the then-current Directing
Certificateholder.


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


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


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


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


“Discount Rate”:
As defined in Section 4.01(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 Administrator an opinion of a nationally recognized tax counsel to the effect that the 



    	 	 
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transfer
of the Class R Certificates to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and
that such transfer of the Class R Certificates will not be disregarded for federal income tax purposes.


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


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


“Distribution Date”:
The fourth (4th) Business Day following each Determination Date, beginning in July 2022. The initial Distribution Date shall
be July 15, 2022.


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


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


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






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


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


“EDGAR”:
As defined in Section 11.03.


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


“Eligible
Account”: Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered
depository institution or trust company (including the Trustee or the Certificate Administrator), (A) the long-term
deposit rating or long-term unsecured debt obligations or deposits of which are rated at least “A-” by S&P, 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 “A-1” from S&P, if the deposits are to be held in such account for
less than thirty (30) days, (B) the long-term unsecured debt obligations or deposits of which are rated at least
“A” by Fitch (to the extent rated by Fitch), if the deposits are to be held in such account for thirty (30) days or
more, and the short-term debt obligations or deposits of which have a short-term rating of not less than “F1” from Fitch
(to the extent rated by Fitch), if the deposits are to be held in such account for less than thirty (30) days and (C) the long-term
unsecured debt obligations or deposits of which are rated at least “A” by DBRS Morningstar (if then rated by DBRS
Morningstar, or if not rated by DBRS Morningstar, an equivalent rating (or higher) by at least two (2) NRSROs (which may include
S&P and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation), 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 “R-1(low)” from DBRS Morningstar (if then rated by DBRS Morningstar, or if not rated by DBRS Morningstar, an
equivalent rating (or higher) by at least two (2) NRSROs (which may include S&P and/or Fitch) or such other rating confirmed in
a Rating Agency Confirmation) 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 (A) “BBB” from S&P, (B) “A” by DBRS
Morningstar (if then rated by DBRS Morningstar, or if not rated by DBRS Morningstar, an equivalent rating (or higher) by at least
two (2) NRSROs (which may include S&P and/or Fitch)) and (C) “A-” from Fitch (to the extent rated by Fitch) (if the
deposits are to be held in the account for more than thirty (30) days) or Wells Fargo Bank, National Association’s
short-term deposit or short-term 



    	 	 
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unsecured debt rating shall be at least
(A) “A-1” from S&P (or “A-2” by S&P so long as the long-term unsecured debt obligations of such
depository institution or trust company are rated no less than “BBB” by S&P), (B) “F2” from Fitch (to
the extent rated by Fitch) and (C) “R-1 (middle)” from DBRS Morningstar (if then rated by DBRS Morningstar, or if not
rated by DBRS Morningstar, an equivalent rating (or higher) by at least two (2) NRSROs (which may include S&P and/or Fitch) (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); (iii) an account or accounts maintained with PNC Bank, National Association so long as PNC Bank, National
Association’s long-term unsecured debt or deposit account rating shall be at least (A) “BBB” from S&P, (B)
“A-” from Fitch and (C) “A” by DBRS Morningstar (if then rated by DBRS Morningstar, or if not rated by DBRS
Morningstar, an equivalent rating (or higher) by at least two (2) NRSROs (which may include S&P and/or Fitch)) (if the deposits
are to be held in the account for more than thirty (30) days) or PNC Bank, National Association’s short-term deposit account
or short-term unsecured debt rating shall be at least (A) “A-2” from S&P, (B) “F-2” from Fitch and (C)
“R-1(low)” from DBRS Morningstar (if then rated by DBRS Morningstar, or if not rated by DBRS Morningstar, an equivalent
rating (or higher) by at least two (2) NRSROs (which may include S&P and/or Fitch) or such other rating confirmed in a Rating
Agency Confirmation) (if the deposits are to be held in the account for thirty (30) days or less); (iv) such other account or
accounts that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be
listed in clauses (i) - (iii) above, with respect to which a Rating Agency Confirmation has been
obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with respect to
such account, which account may be an account maintained by or with the Certificate Administrator, the Trustee, the Master Servicer
or the Special Servicer; (v) any other account or accounts not listed in clauses (i) - (iii) above with
respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency and a confirmation of the
applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25), which account may be an account maintained by or with the Certificate Administrator, the Trustee,
the Master Servicer or the Special Servicer; or (vi) a segregated trust account or accounts maintained with the corporate
trust department of a federal or state chartered depository institution or trust company that has a long-term unsecured debt
rating of at least “A-” from S&P (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 “A-1” from S&P (if the deposits are to be held in
the account for thirty (30) days or less) and that, in either case, has corporate trust powers, acting in its fiduciary
capacity, provided that any state chartered depository institution or trust company is subject to regulation regarding
fiduciary funds substantially similar to 12 C.F.R. § 9.10(b). Eligible Accounts may bear interest. No Eligible Account
shall be evidenced by a certificate of deposit, passbook or other similar instrument.


“Eligible Asset
Representations Reviewer”: An entity that (a) is the special servicer, operating advisor or asset representations reviewer on
a transaction rated by any of Moody’s, Fitch, KBRA, S&P or DBRS Morningstar and that has not been a special servicer, operating
advisor or asset representations reviewer on a transaction for which any of Moody’s, Fitch, KBRA, S&P and DBRS Morningstar has
qualified, downgraded or withdrawn its rating or 



    	 	 
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ratings of, one or more classes of certificates for such transaction citing servicing
or other relevant concerns with the special servicer, operating advisor or asset representations reviewer, as applicable, as the sole
or material factor in such rating action, (b) can and will make the representations and warranties set forth in Section 6.01(d),
(c) is not (and is not affiliated with) a Mortgage Loan Seller, Master Servicer, Special Servicer, the Depositor, the Certificate
Administrator, the Trustee, the Directing Certificateholder, the Class VRR Certificateholders, the Risk Retention Consultation Party or
any of their respective Affiliates, (d) has neither 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 Mortgage Loan Seller, any Underwriter, the Risk Retention Consultation Party, any party to
this Agreement or the Directing Certificateholder or any of their respective Affiliates, nor been paid any fees, compensation or other
remuneration by any of them in connection with any such services, and (e) does not directly or indirectly, through one or more Affiliates
or otherwise, own any interest in any Certificates, any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan
or otherwise have any financial interest in the securitization transaction to which this Agreement relates, other than in fees from its
role as Asset Representations Reviewer (or as Operating Advisor, if applicable).


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


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


“Enforcing Servicer”:
The Special Servicer.






    	 	 
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“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(r).


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


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


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


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


“Excess Interest
Certificates”: Any class of commercial mortgage pass-through certificates issued under this Agreement that are designated as
evidencing an entitlement to Excess Interest and amounts in the Excess Interest Distribution Account.


“Excess
Interest Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts (or
as a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c), which shall
be entitled “Computershare Trust Company, National Association, as Certificate Administrator, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of BBCMS Mortgage Trust 2022-C16, Commercial Mortgage
Pass-Through Certificates, Series 2022-C16, Excess Interest Distribution Account”, and which must be an Eligible Account (or a
subaccount of an Eligible Account). The Excess Interest Distribution Account shall be held solely for the benefit of the Holders of
the Excess Interest Certificates. The Excess Interest Distribution Account shall not be an asset of any Trust REMIC, but rather
shall be an asset of the Grantor Trust.






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


“Excess Modification
Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, the sum of (A) the
excess, if any, of (i) any and all Modification Fees (other than fees collected with respect to a COVID Modification) with respect
to a modification, waiver, extension or amendment of any of the terms of such Mortgage Loan or Serviced Whole Loan over (ii) all
unpaid or unreimbursed additional expenses (including, without limitation, reimbursement of Advances and interest on Advances to the extent
not otherwise paid or reimbursed by the Mortgagor but excluding Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding
or previously incurred on behalf of the Trust with respect to the related Mortgage Loan or Serviced Whole Loan, as applicable, and reimbursed
from such Modification Fees and (B) expenses previously paid or reimbursed from Modification Fees as described in the preceding clause (A),
which expenses have been recovered from the related Mortgagor or otherwise. With respect to each of the Master Servicer and the Special
Servicer, the Excess Modification Fees collected and earned by such Person from the related Mortgagor (taken in the aggregate with any
other Excess Modification Fees collected and earned by such Person from the related Mortgagor within the prior twelve (12) months of the
collection of the current Excess Modification Fees) will be subject to a cap of 1.00% of the outstanding principal balance of the related
Mortgage Loan or Serviced Whole Loan, as applicable, on the closing date of the related modification, extension, waiver or amendment (after
giving effect to such modification, extension, waiver or amendment) with respect to any Mortgage Loan or Serviced Whole Loan, as applicable.


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


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


“Excluded Controlling
Class Holder”: With respect to any Excluded Controlling Class Loan and/or any Excluded Loan, the Directing Certificateholder
or any Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class Loan
and/or Excluded Loan. Promptly upon obtaining actual knowledge of the Directing Certificateholder or any Controlling Class Certificateholder
becoming an “Excluded Controlling Class Holder”, such Directing Certificateholder or 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 



    	 	 
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this Agreement and shall specifically identify the Excluded Controlling Class Holder and identifying the related Mortgage Loan, specifying
whether it is (A) an Excluded Controlling Class Loan or (B) both an Excluded Loan and an Excluded Controlling Class Loan. Additionally,
any Excluded Controlling Class Holder shall also send to the Certificate Administrator a notice substantially in the form of Exhibit
P-1F hereto, which notice shall provide each of the CTSLink User ID associated with such Excluded Controlling Class Holder, and which
notice shall direct the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access to the Certificate
Administrator’s Website as and to the extent provided in this Agreement.


“Excluded Controlling
Class Loan”: Any Mortgage Loan or Whole Loan as to which the Directing Certificateholder would otherwise be entitled to exercise
control rights (not taking into account the effect of any Control Termination Event) and with respect to which, as of any date of determination,
the Directing Certificateholder or any Controlling Class Certificateholder, as applicable, is a Borrower Party.


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


“Excluded Loan”:
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, (a) with respect
to 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 Directing Certificateholder or the
Holder of the majority of the Controlling Class is a Borrower Party or (b) with respect to the Risk Retention Consultation Party, the
Holder of a majority of the Class VRR Certificates is a Borrower Party.






    	 	 
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“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).


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


“Excluded Special
Servicer Loan”: Any Mortgage Loan or Serviced Whole Loan with respect to which, as of any date of determination, the Special
Servicer has obtained knowledge that it has become a Borrower Party.


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


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


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


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


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



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


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


“Final Recovery
Determination”: A reasonable determination by the Special Servicer, in consultation with the Directing Certificateholder if
related to a Mortgage Loan other than an Excluded Loan and made prior to the occurrence of a Consultation Termination Event, with respect
to any Defaulted Loan (and, if applicable, any defaulted Companion Loan), 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, Special Servicer, the Holders of the Controlling Class, or the Holders of the Class R Certificates
pursuant to Section 9.01) that there has been a recovery of all Insurance and Condemnation Proceeds, Liquidation Proceeds,
REO Revenue and other payments or recoveries that, in the Special Servicer’s judgment, which judgment was exercised without regard
to any obligation of the Special Servicer to make payments from its own funds pursuant to Section 3.07(b), will ultimately
be recoverable. With respect to all Mortgage Loans other than the Excluded Loans, prior to the occurrence and continuance of any Control
Termination Event, the Directing Certificateholder shall have ten (10) Business Days (or, if the Directing Certificateholder and
the Special Servicer are affiliates, five (5) 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 (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) 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 8-K Disclosure
Information”: As defined in Section 11.07.


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


“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 



    	 	 
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requires notice to or request of the related franchisor to transfer or assign any related comfort letter to
the Trust or otherwise have a new comfort letter issued in the name of the Trust. For the avoidance of doubt, the only Franchise Required
Mortgage Loans with respect to the Trust are the Mortgage Loans secured by the Mortgaged Properties identified as The Staybridge Suites,
The Holiday Inn Express & Suites, Home2 Suites Bedford, Holiday Inn Express – Memphis, TN and Candlewood Suites Elgin on the
Mortgage Loan Schedule.


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


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


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


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


“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.


“Independent”:
When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(b) of the
Commission’s Regulation S-X. When used with respect to any specified Person, any such Person who (i) is in fact independent
of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder,
the Risk Retention Consultation Party, the Companion Holders 



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


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the Trust
within the meaning of Section 856(d)(3) of the Code if the Trust were a real estate investment trust (except that the
ownership test set forth in that Section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more
of any Class of Certificates, or such other interest in any Class of Certificates as is set forth in an 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 and the Special Servicer) upon receipt by the Trustee, the Certificate Administrator,
the Operating Advisor and the Master Servicer of an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate
Administrator, the Master Servicer, the Operating Advisor or the Trust, to the effect that the taking of any action in respect of
any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by
an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the
meaning of Section 860G(a)(8) of the Code or cause any income realized in respect of such REO Property to fail to qualify as
Rents from Real Property.






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


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


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


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


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


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


“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 



    	 	 
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Companion Loan, to the extent any portion of such proceeds are received by the Master Servicer or Certificate Administrator
in connection with such Mortgage Loan, pursuant to the allocations set forth in the related Intercreditor Agreement) and the REMIC Provisions.


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


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


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


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


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


“Interest Distribution
Amount”: With respect to any Class of Non-VRR 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 Non-VRR Excess Prepayment
Interest Shortfall allocated to such Class of Certificates on such Distribution Date.


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



    	 	 
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 initially in the name of “Computershare Trust Company, National Association, as Certificate
Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of BBCMS Mortgage
Trust 2022-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16, 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 Non-VRR Certificates, the sum of (a) the portion of the Interest Distribution
Amount for such Class of Non-VRR 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, the Risk Retention Consultation Party, 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 such Special Servicer), or the trustee for the securitization of a Companion Loan, and each related Companion Holder or its
representative, any holder of a related mezzanine loan, or any known Affiliate of any such party described above.


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


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


“Investor
Certification”: A certificate (which may be in electronic form) substantially in the form of Exhibit P-1A, Exhibit
P-1B, Exhibit P-1C and Exhibit P-1D to this Agreement or in the form of an electronic certification contained on
the Certificate Administrator’s Website (which may be a click-through confirmation), representing (i) that such Person
executing the certificate is a Certificateholder, the Directing Certificateholder or the Risk Retention Consultation Party (to the
extent such Person is not a Certificateholder), a Certificate Owner, a prospective purchaser of a Certificate or a Companion Holder
(or any investment advisor or manager of the foregoing), (ii) that either (a) such Person is not a Borrower Party, in which
case such Person shall have access to all the reports and information made available to Certificateholders via the Certificate
Administrator’s Website hereunder, or (b) such Person is a Borrower Party in which case (1) if such Person is the
Directing Certificateholder 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 



    	 	 
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receive access to the Distribution Date Statements prepared by the Certificate
Administrator, (iii) (other than with respect to a Companion Holder) that such Person has received a copy of the final
Prospectus and (iv) such Person agrees to keep any Privileged Information confidential and will not violate any securities
laws; provided, however, that any Excluded Controlling Class Holder (i) shall be permitted to reasonably
request and obtain in accordance with Section 4.02(f) of this Agreement any Excluded Information relating to any
Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party (if such
Excluded Information is not otherwise available to such Excluded Controlling Class Holder via the Certificate Administrator’s
Website on account of it constituting Excluded Information) from the Master Servicer or the Special Servicer, as the case may be,
and (ii) shall be considered a Privileged Person for all other purposes, except with respect to its ability to obtain
information with respect to any related Excluded Controlling Class Loan. The Certificate Administrator may require that Investor
Certifications be re-submitted from time to time in accordance with its policies and procedures.


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


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


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


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



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


“Liquidation
Fee”: A fee payable to the Special Servicer (A) with respect to each Specially Serviced Loan or REO Property
(except with respect to a Non-Serviced Mortgaged Property) as to which the Special Servicer receives (i) a full, partial
or discounted payoff from the related Mortgagor or (ii) any Liquidation Proceeds or Insurance and Condemnation Proceeds with
respect to the related Mortgage Loan (including the related Companion Loan, if applicable), or REO Property (in any case, other than
amounts for which a Workout Fee has been paid, or will be payable), equal to the product of the Liquidation Fee Rate and the
proceeds of such full, partial or discounted payoff or other partial payment or the Liquidation Proceeds or Insurance and
Condemnation Proceeds (net of the related costs and expenses associated with the related liquidation) related to such liquidated
Specially Serviced Loan or REO Property, as the case may be, and (B) with respect to each Mortgage Loan and each Serviced
Companion Loan (with respect to any Serviced Companion Loan, only to the extent that (i) the Special Servicer is enforcing the
related mortgage loan seller’s obligations under the applicable mortgage loan purchase agreement with respect to such Serviced
Companion Loan and (ii) the related Liquidation Fee is not otherwise required to be paid to the special servicer engaged with
respect to such Serviced Companion Loan securitization trust or otherwise prohibited from being paid to the Special Servicer (in
each case, under the related Other Pooling and Servicing Agreement)) as to which the Special Servicer obtains any payment or Loss of
Value Payment from the applicable mortgage loan seller in connection with the repurchase of such Mortgage Loan and Serviced
Companion Loan in accordance with Section 2.03(l), equal to the product of the Liquidation Fee 



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


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



    	 	 
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such
higher rate as would result in an aggregate Liquidation Fee equal to $25,000 and (ii) such lower rate that would result in a Liquidation
Fee of $1,000,000.


“Liquidation Proceeds”:
Cash amounts received by or paid to the Master Servicer or the Special Servicer in connection with: (i) the liquidation (including
any full, partial or discounted payoff) of a Mortgaged Property or other collateral constituting security for a Defaulted Loan or defaulted
Companion Loan, if applicable, through a trustee’s sale, foreclosure sale, REO Disposition or otherwise, exclusive of any portion
thereof required to be released to 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 Mortgage Loan or REO Property
by the Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R
Certificates pursuant to Section 9.01; (vi) the purchase of a Mortgage Loan or an REO Property by (a) the applicable
Subordinate Companion Holder or (b) the related mezzanine lender pursuant to Section 3.16 and the related Intercreditor
Agreement; or (vii) the transfer of any Loss of Value Payments from the Loss of Value Reserve Fund to the Collection Account in accordance
with Section 3.05(g) of this Agreement (provided that, for the purpose of determining the amount of the Liquidation
Fee (if any) payable to the Special Servicer in connection with such Loss of Value Payment, the full amount of such Loss of Value Payment
shall be deemed to constitute “Liquidation Proceeds” from which the Liquidation Fee (if any) is payable as of such time such
Loss of Value Payment is made by the applicable Mortgage Loan Seller). With respect to any Whole Loan, as used in this Agreement, Liquidation
Proceeds shall refer to such portion of Liquidation Proceeds to the extent allocable to the related Mortgage Loan or related Companion
Loan, as applicable, pursuant to the terms of the related Intercreditor Agreement.


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


“Loan-Specific
Directing Certificateholder”: With respect to any Servicing Shift Whole Loan, the “Controlling Holder”, the
“Directing Certificateholder”, the “Directing Holder”, the “Directing Lender” or any analogous
concept set forth under the related Intercreditor Agreement. Prior to the applicable Servicing Shift Date, a Loan-Specific Directing
Certificateholder with respect to the related Servicing Shift Whole Loan will be the holder of the related Servicing Shift Control
Note. With respect to each Servicing Shift Whole Loan, on and after the applicable Servicing Shift Date, there will be no
Loan-Specific Directing Certificateholder under this Agreement. As of the Closing Date, the Loan-Specific Directing
Certificateholder with respect to the 70 Hudson Street Whole Loan is John Hancock Life Insurance Company (U.S.A.), and the
Loan-Specific Directing Certificateholder with respect to the 3075 Olcott Mortgage Loan is UBS AG, New York Branch.


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






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


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


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


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


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


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the
Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders,
which shall initially be entitled “Computershare Trust Company, National Association, as Certificate Administrator, on behalf
of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of BBCMS Mortgage Trust 2022-C16,
Commercial Mortgage Pass-Through Certificates, Series 2022-C16, 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).






    	 	 
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“Master Servicer”:
With respect to each of the Mortgage Loans, Midland Loan Services, a Division of PNC Bank, National Association, and its successors in
interest and assigns, or any successor appointed as allowed herein.


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


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


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


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


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


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


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






    	 	 
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“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 Wilmington Trust, National Association, as Trustee for the benefit of the registered holders of BBCMS Mortgage Trust 2022-C16, Commercial
Mortgage Pass-Through Certificates, Series 2022-C16, without recourse, representation or warranty” or in blank and further showing
a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note has been lost, an affidavit to such effect
from the related Mortgage Loan Seller or another prior holder, together with a copy of the Mortgage Note and an indemnity properly assigned
and endorsed to the Trustee);


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


(iii)                
an original Assignment of Mortgage, in complete and recordable form (except for the name of the assignee, if delivered in blank,
and except for recording information not yet available, if the Mortgage or an assignment thereof has not been returned from the applicable
recording office), executed by the most recent assignee of record thereof prior to the Trustee, or if none, by the originator to “Wilmington
Trust, National Association, as trustee for the benefit of the registered holders of BBCMS Mortgage Trust 2022-C16, Commercial Mortgage
Pass-Through Certificates, Series 2022-C16” or in blank and, in the case of any Serviced Whole Loan, in its capacity as “Lead
Securitization Note Holder” or similar capacity under the related Intercreditor Agreement on behalf of the related Serviced Companion
Noteholders;


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


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






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


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


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


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


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


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


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


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


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


(xv)                   the
original or a copy of any franchise agreements and comfort letters or similar agreements relating to a Mortgage Loan or Serviced Whole
Loan and, with respect to any franchise agreement, comfort letter or similar agreement, any assignment of such agreements or any notice
to the franchisor of the transfer of a Mortgage Loan or Serviced Whole Loan and a request for confirmation that 



    	 	 
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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 above shall be construed to instead refer to a photocopy of such Mortgage
Note), (d) with respect to any Mortgage Loan that has a Serviced Companion Loan, the execution and/or recordation of any
Assignment of Mortgage, any separate assignment of Assignment of Leases and any assignment of any UCC Financing Statement in the
name of the Trustee shall not be construed to limit the beneficial interest of the related Companion Holder(s) in such instrument
and the benefits intended to be provided to them by such instrument, it being acknowledged that (i) the Trustee shall hold
such record title for the benefit of the Trust as the holder of the related Mortgage Loan and the related Companion Holder(s)
collectively and (ii) any efforts undertaken by the Trustee, the Master Servicer, or the Special Servicer on its behalf to
enforce or obtain the benefits of such instrument shall be construed to be so undertaken by the Trustee, the Master Servicer or the
Special Servicer for the benefit of the Trust as the holder of the applicable Mortgage Loan and the related Companion Holder(s)
collectively, (e) in connection with any Non-Serviced Mortgage Loan, the preceding document delivery requirements will be met
by the delivery by the applicable Mortgage Loan Seller of copies of the documents specified above (other than the Mortgage Note and
intervening endorsements evidencing such Mortgage Loan, with respect to which the original shall be required) including a copy of
the Mortgage securing the applicable Mortgage Loan and any assignments or other transfer documents referred to in clauses
(iii), (v), (vi), (vii), (ix) and (x) above as being in favor of the Trustee shall instead be
in favor of the applicable Non-Serviced Trustee and need only be in such form as was delivered to the applicable Non-Serviced
Trustee or a custodian on its



    	 	 
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behalf, and (f) in connection with any Non-Serviced Mortgage Loan, any and all document delivery requirements
as regards to the related Mortgage File (or any portion thereof) set forth herein or in the related Mortgage Loan Purchase Agreement will
also be satisfied by the delivery, in compliance with the terms of the related Non-Serviced PSA, by the applicable Mortgage Loan Seller
of the documents specified above (other than the Mortgage Note and intervening endorsements evidencing such Mortgage Loan) to the custodian
under the related Non-Serviced PSA (in such form as was delivered to the custodian under the related Non-Serviced PSA).


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


“Mortgage Loan”:
Each of the mortgage loans (other than the Crossed Underlying Loans of a Crossed Mortgage Loan Group, it being understood that for the
purposes of this Agreement each Crossed Mortgage Loan Group shall be treated as one Mortgage Loan) transferred and assigned to the Trustee
pursuant to Section 2.01 and to be held by the Trust. As used herein, the term “Mortgage Loan” includes the related
Mortgage Note, Mortgage and other documents contained in the related Mortgage File and any related agreements. The term “Mortgage
Loan” shall, as of any date of determination, include any Qualified Substitute Mortgage Loan that has replaced a Mortgage Loan pursuant
to Section 2.03 and exclude any such replaced Mortgage Loan.


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


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


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






    	 	 
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(vii)              
the Cut-off Date Balance;


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


(ix)                  
the original and remaining amortization terms;


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


(xi)                  
the applicable Servicing Fee Rate;


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


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


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


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


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


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


(xviii)             number
of grace days;


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


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


(xxi)                 whether the related Mortgage Loan permits defeasance;


(xxii)              [reserved];
and


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


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


“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 



    	 	 
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promissory notes contributed
by such Mortgage Loan Seller to this securitization, and the denominator of which is equal to the Cut-off Date Balance of such Joint Mortgage
Loan.


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


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


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


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


“Natixis”:
Natixis Real Estate Capital LLC, a Delaware limited liability company, and its successors in interest.


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


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


“Net Mortgage Rate”:
With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) 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
(without regard to any increase in the interest rate of any ARD 



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


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


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


“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 



    	 	 
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recoverable from the principal portion of future general
collections on the Mortgage Loans and REO Properties.


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




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



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


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



    	 	 
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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 (and, upon the reasonable request by the Trustee, Master Servicer or Special Servicer, as applicable,
the Master Servicer and the Special Servicer shall deliver any relevant Appraisals or market value estimates in its possession to
the requesting party for such purpose). Absent bad faith, the Master Servicer’s, Special Servicer’s or the
Trustee’s determination as to the recoverability of any Servicing Advance shall be conclusive and binding on the
Certificateholders. The determination by the Master Servicer, the Special Servicer or the Trustee, as the case may be, that a
Nonrecoverable Servicing Advance has been made or that any proposed Servicing Advance, if made, would constitute a Nonrecoverable
Servicing Advance, or any updated or changed recoverability determination, shall be evidenced by an Officer’s Certificate
delivered by either of the Special Servicer or Master Servicer to the other and to the Trustee, the Certificate Administrator, the
Directing Certificateholder (but only prior to the occurrence of a Consultation Termination Event and only with respect to any
Mortgage Loan other than an Excluded Loan) (and in the case of a Serviced Mortgage Loan, any Other Servicer and Other Trustee), the
Operating Advisor (but only in the case of the Special Servicer) and the Depositor, or by the Trustee to the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator (and in the case of a Serviced Mortgage
Loan, any Other Servicer); provided, however, that the Special Servicer may, at its option (with respect to any
Specially Serviced Loan, prior to the occurrence of a Consultation Termination Event (other than with respect to any Excluded Loan),
in consultation with the Directing Certificateholder) make a determination in accordance with the Servicing Standard, that any
Servicing Advance previously made or proposed to be made is a Nonrecoverable Servicing Advance and shall deliver to the Master
Servicer (and with respect to a Serviced Mortgage Loan, the Master Servicer shall deliver to the applicable master servicer under
the related Other Pooling and Servicing Agreement, and with respect to a Non-Serviced Mortgage Loan, the Master Servicer shall
deliver to the related Non-Serviced Master Servicer), the Certificate Administrator, the Trustee, the Operating Advisor and the
17g-5 Information Provider notice of such determination. Any such determination may be conclusively relied upon by, and shall be
binding upon, the Master Servicer and the Trustee (but this statement shall not be construed to entitle the Special Servicer to
reverse the determination of the Master Servicer or the Trustee or to prohibit the Master Servicer or the Trustee from making a
determination that a P&I Advance would be a Nonrecoverable Advance), provided, however, that the Special Servicer
shall have no such obligation to make an affirmative determination that any Servicing Advance is or would be recoverable and in the
absence of a determination by the Special Servicer that such Servicing Advance is or would be a Nonrecoverable Servicing Advance,
such decision shall remain with the Master Servicer or the Trustee, as applicable. If the Special Servicer makes a determination
that only a portion, and not all, of any previously made or proposed Servicing Advance is a 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



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


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


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


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


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


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


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


“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.






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


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


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


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


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


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


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


“Non-Serviced Primary
Servicing Fee Rate”: With respect to (i) the Yorkshire & Lexington Towers Whole Loan, 0.00125% per annum, (ii) the
1888 Century Park East Whole Loan, 0.00125% per annum, (iii) the ExchangeRight Net Leased Portfolio #55 Whole Loan, 0.00125% per
annum, (iv) the Bell Works Whole Loan, 0.00125% per annum, (v) the ILPT Logistics Portfolio Whole Loan, 0.01375% per annum,
(vi) the Twin Spans Business Park and Delaware River Industrial Park Whole Loan, 0.00125% per annum, (vii) The Summit Whole Loan,
0.02500% per annum and (viii) the Moonwater Office Portfolio Whole Loan, 0.00125% per annum.


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


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


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


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


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






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


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


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


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


“Non-VRR
Available Funds”: With respect to any Distribution Date, an amount equal to the sum of (i) the Non-VRR Percentage of the
Aggregate Available Funds for such Distribution Date and (ii) the Non-VRR Gain-on-Sale Remittance Amount for such Distribution
Date.


“Non-VRR Certificateholders”:
The Holders of Non-VRR Certificates.


“Non-VRR Certificates”:
All of the Certificates other than the Class VRR Certificates and the Class R Certificates.


“Non-VRR Excess
Prepayment Interest Shortfall”: For any Distribution Date, the Non-VRR Percentage of the Aggregate Excess Prepayment Interest
Shortfall for such Distribution Date.


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


“Non-VRR
Gain-on-Sale Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) held as
an asset of the Lower-Tier REMIC and created and maintained by the Certificate Administrator, pursuant to Section 3.04(e)
on behalf of the Trustee for the benefit of the Non-VRR Certificateholders, which shall initially be entitled “Computershare
Trust Company, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee,
for the benefit of the registered Holders of BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates,
Series 2022-C16, Non-VRR Gain-on-Sale Reserve Account”. Any such account shall be an Eligible Account or a subaccount
of an Eligible Account.


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


“Non-VRR Principal
Distribution Amount”: With respect to any Distribution Date and the Principal Balance Certificates, an amount equal to the Non-VRR
Percentage of the Aggregate Principal Distribution Amount for such Distribution Date.


“Non-VRR Realized
Loss”: With respect to the Mortgage Loans and any Distribution Date, the amount, if any, by which (i) the product of (A) the
Non-VRR Percentage 



    	 	 
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and (B) 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.


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


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


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


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


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


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


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


“Operating Advisor”:
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.






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


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


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


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


“Operating Advisor
Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per annum rate
equal to 0.00138%.


“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 to 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, a manager of a Mortgaged Property, any sponsor, the
Mortgage Loan Sellers, the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer, the Directing
Certificateholder, any Certificateholder, the Risk Retention Consultation Party or any of their Affiliates.


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






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


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


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


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


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



    	 	 
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(a) the qualification of any Trust REMIC as a REMIC, (b) compliance with the
REMIC Provisions, (c) the qualification of the Grantor Trust as a grantor trust, or (d)  the resignation of the Master Servicer,
the Special Servicer or the Depositor pursuant to Section 6.05, must be an opinion of counsel who is in fact Independent of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer.


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


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


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


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


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


“Other Securitization”:
As defined in Section 11.06.


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


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


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






    	 	 
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“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”: As defined in the Preliminary Statement.


“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 Pass-Through Rate, the Class F Pass-Through Rate, the Class G Pass-Through Rate, the Class H
Pass-Through Rate, the Class J Pass-Through Rate, the Class X-A Pass-Through Rate, the Class X-B Pass-Through
Rate, the Class X-D Pass-Through Rate, the Class X-F Pass-Through Rate, the Class X-G Pass-Through Rate, the Class X-H Pass-Through Rate
or the Class X-J Pass-Through Rate, as the case may be.


“PCAOB”:
The Public Company Accounting Oversight Board.


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


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


“Performance Certification”:
As defined in Section 11.06.


“Performing Party”:
As defined in Section 11.12.


“Periodic Payment”:
With respect to any Mortgage Loan or the related Companion Loan(s), the scheduled monthly payment of principal and/or interest (other
than Excess Interest) on such Mortgage Loan or Companion Loan(s), including any Balloon Payment, 



    	 	 
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which is payable (as the terms of the
applicable Mortgage Loan or Companion Loan(s) may be changed or modified in connection with a bankruptcy or similar proceedings involving
the related Mortgagor or by reason of a modification, extension, waiver or amendment granted or agreed to pursuant to the terms hereof)
by a Mortgagor from time to time under the related Mortgage Note and applicable law, without regard to any acceleration of principal of
such Mortgage Loan or Companion Loan(s) by reason of default thereunder and without regard to any Excess Interest.


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


(i)                          direct
obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America,
Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of which are backed by the
full faith and credit of the United States of America that mature in one (1) year or less from the date of
acquisition; provided that any obligation of, or guarantee by, the United States of America, Fannie Mae, Freddie Mac or any
agency or instrumentality of the United States of America, shall be a Permitted Investment only if such investment would not result
in the downgrading, withdrawal or qualification of the then-current rating assigned by each Rating Agency to any Certificate
(or, insofar as there is then-outstanding any class of Serviced Companion Loan Securities that are then rated by such Rating Agency,
such class of securities) as evidenced in writing, other than (a) unsecured senior debt obligations of the U.S. Treasury (direct or
fully funded obligations), U.S. Department of Housing and Urban Development public housing agency bonds, Federal Housing
Administration debentures, Government National Mortgage Association guaranteed mortgage-backed securities or participation
certificates, RefCorp debt obligations and SBA-guaranteed participation certificates and guaranteed pool certificates and (b) Farm
Credit System consolidated systemwide bonds and notes, Federal Home Loan Banks’ consolidated debt obligations, Freddie Mac
debt obligations, and Fannie Mae debt obligations rated at least “A-1” by S&P, if such obligations mature in sixty
(60) days or less, or rated at least “AA-”, “A-1+” or “AAAm” by S&P, if such obligations
mature in 365 days or less;


(ii)                     
time deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the date
of issuance and are issued or held by any depository institution or trust company (including the Trustee) incorporated or organized under
the laws of the United States of America or any State thereof and subject to supervision and examination by federal or state banking authorities
with respect to which (A) with respect to S&P, (I) in the case of such investments with maturities of six (6) months or less,
the short-term debt 



    	 	 
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obligations of which are rated in the highest short-term rating category by S&P and (II) in the case of
such investments with maturities of more than six (6) months, the long-term obligations of which are rated at least “AAA”
by S&P (or, in the case of any such Rating Agency as set forth in clauses (I) through (II) above, such lower rating as is the subject
of a Rating Agency Confirmation by such Rating Agency), (B) with respect to Fitch, (1) in the case of such investments with maturities
of thirty (30) days or less, the short-term obligations of which are rated at least “F1” by Fitch or the long-term obligations
of which are rated at least “A” by Fitch or (2) 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 and (C) with respect to DBRS Morningstar, satisfies the Applicable DBRS Morningstar Permitted Investment
Rating; or, in each case, such other rating as would not result in the downgrading, withdrawal or qualification of the then-current
rating assigned by each Rating Agency to any Class of Certificates (or, insofar as there is then outstanding any class of Serviced Companion
Loan Securities that is then rated by such rating agency, such class of securities) as evidenced in writing;


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


(iv)                   debt
obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of
America or any state thereof which, (A) if such debt obligations have a term of three months or less, (1) the short-term obligations
of which corporation are rated in the highest short-term debt rating category of Fitch and (2) the short-term obligations of which
corporation are rated at least “A-1” by S&P and the long-term obligations of which corporation are rated at least
“AA-” by S&P, (B) if such debt obligations have a term of more than three months and not in excess of six months,
the short-term obligations of which are rated in the highest short-term rating category by each Rating Agency and the long-term
obligations of which corporation are rated at least “AA-” by S&P, (C) if such debt obligations have a term of more
than six months, the short-term obligations of which corporation are rated in the highest short-term rating category by each Rating
Agency and the long-term obligations of which corporation are rated “AAA” by S&P and (D) with respect to DBRS
Morningstar, satisfies the Applicable DBRS Morningstar Permitted Investment Rating (or, in the case of any such Rating Agency as set
forth in sub-clauses (A) through (D) above, such lower rating as is the subject of a Rating Agency Confirmation
by such Rating Agency); 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



    	 	 
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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) (a)(1) in the case of such investments with maturities of
30 days or less, the short-term obligations of which corporation are rated at least “A-1” by S&P and “F1”
by Fitch, (2) in the case of such investments with maturities of three months or less, but more than 30 days, the short-term obligations
of which are rated at least “A-1+” by S&P (or “A-1” by S&P if the obligations mature within sixty (60)
days) and “F1+” by Fitch, or the long-term obligations of which are rated at least “AA-” by Fitch (with a short-term
rating of “F1” by Fitch) and “AA-” by S&P (with a short-term rating of “A-1” by S&P), (3)(A)
in the case of such investments with maturities of six months or less, but more than three months, the short-term obligations of which
are rated at least “A-1+” by S&P or the long-term obligations of which corporation are rated at least “AA-”
by S&P (with a short-term rating of “A-1” by S&P), and (B) in the case of such investments with maturities of six
months or less, but more than three months, the short-term obligations of which are rated at least the short-term obligations of which
are rated at least “F1+” by Fitch, or the long-term obligations of which corporation are rated at least “AA-”
by Fitch (with a short-term rating of “F1” by Fitch), and (4)(A) in the case of such investments with maturities of more than
six months, the short-term obligations of which are rated at least “A-1+” by S&P or the long-term obligations of which
are rated at least “AA-” by S&P (with a short-term rating of “A-1” by S&P), and (B) in the case of such
investments with maturities of more than six months, the short-term obligations of which are rated at least “F1+” by Fitch,
or the long-term obligations of which are rated at least “AA-” by Fitch (with a short-term rating of “F1” by Fitch),
and (b) with respect to DBRS Morningstar, satisfies the Applicable DBRS Morningstar Permitted Investment Rating;


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



    	 	 
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Companion Loan Securities,
which may include the investments referred to in clause (i) above if so qualified that (a) have substantially all of
their assets invested continuously in the types of investments referred to in clause (i) above and (b) have net assets
of not less than $5,000,000,000;


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


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


provided, however,
that with respect to any Permitted Investment for which a rating by S&P is required as set forth above, such rating must be an
unqualified rating (i.e., one with no qualifying suffix), with the exception of ratings with regulatory indicators, such as the
“(sf)” subscript, and unsolicited ratings; provided, further, 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.






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


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


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


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


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


“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 June 1, 2022, relating to the Offered Certificates.


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


“Prepayment Interest
Excess”: For any Distribution Date and with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced
Whole Loan that was subject to a Principal Prepayment in full or in part during the related Collection Period, which Principal Prepayment
was applied to such Mortgage Loan or Serviced Whole Loan, as applicable, after the related Due Date but on or before the following Determination
Date, the amount of interest (net of the related Servicing Fees and any Excess Interest), to the extent collected from the related Mortgagor
(without regard to any Prepayment Premium or Yield Maintenance Charge actually collected), that would have accrued at a rate per annum
equal to 



    	 	 
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(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 and any Excess Interest) on the amount of such Principal Prepayment from such Due
Date to, but not including, the date of such prepayment (or any later date through which interest accrues). Prepayment Interest Excesses
(to the extent not offset by Prepayment Interest Shortfalls or required to be paid as Compensating Interest Payments) collected on the
Mortgage Loans (other than any Non-Serviced Mortgage Loan) and any related 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 in any calendar month (or,
with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loan, as applicable, with a Due Date
occurring after the related Determination Date, the related Due Date) and prior to the following Due Date, the amount of interest (net
of the related Servicing Fees and any Excess Interest), 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 and any Excess Interest) on the amount of such Principal Prepayment during the period commencing
on the date as of which such Principal Prepayment was applied to such Mortgage Loan or Serviced Whole Loan, as applicable, and ending
on such following Due Date. With respect to any 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.


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


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






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


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


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


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


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


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


“Privileged
Information Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information becomes
generally available and known to the public other than as a result of a disclosure directly or indirectly by the party restricted
from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary
for the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, arbitration parties,
taxing authorities or other governmental agencies, (c) such Privileged Information was already known to such Restricted Party
and not otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is (in the case of the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate



    	 	 
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Administrator and the
Trustee, based on legal advice of counsel), 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, the Risk
Retention Consultation Party or the Class VRR 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 Risk Retention Consultation Party or the Special Servicer)
be entitled to receive (i) if such party is the Directing Certificateholder or any Controlling Class Certificateholder, any Excluded
Information via the Certificate Administrator’s Website unless a loan-by-loan segregation is later performed by the Certificate
Administrator, in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loan(s), and
(ii) if such party is not the Directing Certificateholder or any Controlling Class Certificateholder, any information other than
the Distribution Date Statement. In determining whether any Person is an Additional Servicer or an Affiliate of the Operating Advisor,
the Certificate Administrator may rely on direction by the Master Servicer, the Special Servicer, any Mortgage Loan Seller or the Operating
Advisor, as the case may be.


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



    	 	 
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Agreement any Excluded Information
relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party (if
such Excluded Information is not otherwise available to such Excluded Controlling Class Holder via the Certificate Administrator’s
Website on account of it constituting Excluded Information) from the Master Servicer or the Special Servicer, as the case may be. Notwithstanding
any provision to the contrary herein, neither the Master Servicer nor the Certificate Administrator shall have any obligation to restrict
access by the Special Servicer or any Excluded Special Servicer to any information related to any Excluded Special Servicer Loan.


“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 June 8, 2022, relating to the Offered Certificates.


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


“PTCE”:
Prohibited Transaction Class Exemption.


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


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


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


(iii)               
 all related unreimbursed Servicing Advances plus accrued and unpaid interest on all related Advances at the Reimbursement Rate,
Special Servicing Fees (whether paid or unpaid) and any other additional Trust Fund 



    	 	 
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expenses (except for Liquidation Fees) in respect
of such Mortgage Loan (or related REO Loan (including for such purpose, to the extent required pursuant to the final paragraph of this
definition, the related Companion Loan(s))); 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, the Asset Representations Reviewer or the Trustee in respect of the omission, breach or defect giving rise
to the repurchase or substitution obligation, including any Asset Representations Reviewer Asset Review Fee to the extent not previously
paid by the related Mortgage Loan Seller and any expenses arising out of the enforcement of the repurchase or substitution obligation,
including, without limitation, legal fees and expenses and any additional Trust Fund expenses relating to such Mortgage Loan (or related
REO Loan); provided, however, that such out-of-pocket expenses shall not include expenses incurred by Certificateholders
or Certificate Owners in instituting an Asset Review Vote Election, in taking part in an Asset Review vote or in exercising such Certificateholder’s
or Certificate Owner’s, as applicable, rights under the dispute resolution mechanics pursuant to Section 2.03(k) hereof;


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


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


Solely with respect to
any Serviced Whole Loan to be sold pursuant to Section 3.16(a)(iii), “Purchase Price” shall mean the
amount calculated in accordance with the preceding sentence in respect of the related Whole Loan, including, for such purposes, the
Mortgage Loan and the related Companion Loan(s), as applicable. With respect to any REO Property to be sold pursuant to Section 3.16(b),
“Purchase Price” shall mean the amount calculated in accordance with the preceding 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



    	 	 
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Closing Date of the total Purchase Price for such
Mortgage Loan. Notwithstanding the foregoing, with respect to any repurchase pursuant to subclause (A) and subclause (C)
hereof, the “Purchase Price” shall not include any amounts payable in respect of any related Companion Loan.


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


“Qualified Insurer”:
(i) With respect to any Mortgage Loan, REO Loan or REO Property, an insurance company or security or bonding company qualified to
write the related Insurance Policy in the relevant jurisdiction with an insurance financial strength rating of at least: (a) “A-”
by S&P (or, if not rated by S&P, at least an equivalent rating by one NRSRO (which may include Fitch or DBRS Morningstar)), (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 S&P or DBRS Morningstar)) and (c) “A(low)” by DBRS Morningstar (or, if not rated by DBRS Morningstar, at least
an equivalent rating by one other NRSRO (which may include Fitch or Moody’s)) and A.M. Best Company, Inc., 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
Replacement Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility
requirements applicable to special servicers contained in this Agreement, (ii) is not the Operating Advisor, the Asset
Representations Reviewer or an Affiliate of the Operating Advisor or the Asset Representations Reviewer, (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 listed on S&P’s Select Servicer List as a “U.S. Commercial Mortgage
Special Servicer”, and (viii)  is currently acting as a special servicer in a transaction rated by DBRS Morningstar and
has not been publicly cited by DBRS Morningstar 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



    	 	 
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contemplation
of a rating downgrade or withdrawal) of securities in a transaction serviced by the applicable servicer prior to the time of determination.


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



    	 	 
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in clauses (ii) through (xviii); provided that
the rates described in clause (ii) above and the remaining term to stated maturity referred to in clause (v)
above shall be determined on a weighted average basis; provided, further, that no individual Mortgage Rate (net of the
Servicing Fee Rate, the Certificate Administrator Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee
Rate and the CREFC® Intellectual Property Royalty License Fee Rate and, in the case of a Non-Serviced Mortgage Loan,
the related Non-Serviced Primary Servicing Fee Rate) shall be lower than the highest fixed Pass-Through Rate (and not based on,
or subject to a cap equal to, the 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 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 X-J, Class J, Class S, Class R and Class VRR Certificates), the
Distribution Date in June 2055.


“Rating Agency”:
Each of DBRS Morningstar, Fitch and S&P 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 DBRS Morningstar, Fitch and S&P herein referenced shall be deemed
to refer to the equivalent ratings of the party so designated.


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


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


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


“Realized Loss”:
The VRR Realized Losses and Non-VRR Realized Losses, as applicable.






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


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


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


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


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


“Regulation D”:
Regulation D under the Act.


“Regulation RR”:
Regulation RR under the Act, as such may be amended from time to time, and subject to such clarification and interpretation as have been
provided by the Commission or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.


“Regulation S”:
Regulation S under the Act.


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


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






    	 	 
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“Related Certificates”
and “Related Lower-Tier Regular Interests”: 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 Interest

	Class A-1 Certificates	Class LA1 Uncertificated
    Interest
	Class A-2 Certificates	Class LA2 Uncertificated
    Interest
	Class A-3 Certificates	Class LA3 Uncertificated
    Interest
	Class A-4 Certificates	Class LA4 Uncertificated
    Interest
	Class A-5 Certificates	Class LA5 Uncertificated
    Interest
	Class A-SB Certificates	Class LASB Uncertificated
    Interest
	Class A-S Certificates	Class LAS Uncertificated
    Interest
	Class B Certificates	Class LB Uncertificated
    Interest
	Class C Certificates	Class LC Uncertificated
    Interest
	Class D Certificates	Class LD Uncertificated
    Interest
	Class E Certificates	Class LE Uncertificated
    Interest
	Class F Certificates	Class LF Uncertificated
    Interest
	Class G Certificates	Class LG Uncertificated
    Interest
	Class H Certificates	Class LH Uncertificated
    Interest
	Class J Certificates	Class LJ Uncertificated
    Interest
	Class VRR Certificates	Class LVRR 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 



    	 	 
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Regulations (or proposed
regulations that would apply by reason of their proposed effective date to the extent not inconsistent with temporary or final regulations)
and any rulings or announcements promulgated thereunder, as the foregoing may be in effect from time to time.


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


“REO Account”:
A segregated custodial account or accounts created and maintained by 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 “LNR Partners, LLC, or the applicable successor special servicer, as Special
Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of registered holders of BBCMS Mortgage Trust
2022-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16, REO Account”. Any such account or accounts shall be
an Eligible Account.


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


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


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


“REO
Loan”: Each of the Mortgage Loans (and, with respect to any Serviced Whole Loan, the related Companion Loan(s), as
applicable), deemed for purposes hereof to be outstanding with respect to each REO Property. Each REO Loan shall be deemed to be
outstanding for so long as the applicable portion of the related REO Property (or beneficial interest therein, in the case of a
Non-Serviced Mortgage Loan) remains part of the Trust Fund and provides for 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 a REO Loan. All amounts payable or reimbursable to the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, in
respect of the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition, including,
without limitation, any unpaid Special Servicing Fees and Servicing Fees, additional Trust Fund expenses and any unreimbursed
Advances, together with any interest accrued and payable to the Master Servicer or the Trustee, as applicable, in respect of such
Advances in accordance with Section 3.03(d) or Section 4.03(d), shall continue to be 



    	 	 
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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
“Aggregate 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(s) will be available for amounts due to the Certificateholders or to reimburse the Trust,
other than in the limited circumstances related to Servicing Advances, indemnification payments, Special Servicing Fees and other
reimbursable expenses related to such Serviced Whole Loan incurred with respect to such Serviced Whole Loan, in accordance with Section 3.05(a)
or with respect to the Serviced AB Subordinate Companion Loan, 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, any Trust REMIC or the Grantor Trust.


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


“Reportable Event”:
As defined in Section 11.07.


“Reporting Requirements”:
As defined in Section 11.12.


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


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


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


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






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


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


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


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


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


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


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


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


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


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


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


“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 



    	 	 
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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 Sponsor”:
Barclays.


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


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


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


“Risk Retention
Consultation Party”: The party selected by Barclays Bank PLC (as Majority-owned Affiliate of Barclays). The Depositor shall
promptly provide the name and contact information for the initial Risk Retention Consultation Party upon request of any party to this
Agreement and any such requesting party may conclusively rely on the name and contact information provided by the Depositor. The Certificate
Administrator and the other parties hereto shall be entitled to assume that the identity of the Risk Retention Consultation Party has
not changed until such parties receive written notice of (including the identity and contact information for) a replacement of the Risk
Retention Consultation Party from Barclays Bank PLC (as confirmed by the Certificate Registrar). Notwithstanding the foregoing, the Risk
Retention Consultation Party will not have any consultation rights with respect to any related Excluded Loan. The initial Risk Retention
Consultation Party is Barclays Bank PLC. In the event that no Risk Retention Consultation Party has been appointed or identified to the
Master Servicer or the Special Servicer, as applicable, and the Master Servicer or the Special Servicer, as applicable, has attempted
to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special
Servicer, as applicable, then until such time as a new Risk Retention Consultation Party is identified to the Master Servicer and Special
Servicer, the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the
approval or consent of the Risk Retention Consultation Party as the case may be.


“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).






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


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


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


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


“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.


“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




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


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


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


“Serviced AB Subordinate
Companion Loan”: Any AB Subordinate Companion Loan related to a Serviced AB Whole Loan.


“Serviced AB Whole
Loan”: Any AB Whole Loan serviced pursuant to this Agreement.


“Serviced Companion
Loan”: Each of (i) the Pari Passu Companion Loans identified as “Serviced” under the column entitled “Type”
in the “Whole Loan” chart in the Preliminary Statement and (ii) any AB Subordinate Companion Loan related to a Serviced AB
Whole Loan, as applicable.


“Serviced Companion
Loan Securities”: Any class of securities backed, wholly or partially, by any Serviced Pari Passu Companion Loan or Serviced
AB Subordinate Companion Loan.


“Serviced Companion
Noteholder”: A holder of a (i) Serviced Pari Passu Companion Loan or (ii) any AB Subordinate Companion Loan related
to a Serviced AB Whole Loan, as applicable.


“Serviced Mortgage
Loan”: Each of (i) the Mortgage Loans identified as “Serviced” under the column entitled “Type” in the
“Whole Loan” chart in the Preliminary Statement and (ii) any AB Mortgage Loan related to a Serviced AB Whole Loan, as applicable.


“Serviced Pari Passu
Companion Loan”: Each of the Pari Passu Companion Loans identified as “Serviced” under the column entitled “Type”
in the “Whole Loan” chart in the Preliminary Statement.


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


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






    	 	 
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“Serviced Pari Passu
Mortgage Loan”: Each of the Mortgage Loans identified as “Serviced” under the column entitled “Type”
in the “Whole Loan” chart in the Preliminary Statement.


“Serviced Pari Passu
Whole Loan”: Each of the Whole Loans identified as “Serviced” under the column entitled “Type” in the
“Whole Loan” chart in the Preliminary Statement that has at least one Serviced Pari Passu Companion Loan.


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


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


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


“Serviced Whole
Loan”: Each of the Whole Loans identified as “Serviced” or “Servicing Shift” under the column entitled
“Type” in the “Whole Loan” chart in the Preliminary Statement. After the related Servicing Shift Date, a Servicing
Shift Whole Loan will cease to be a Serviced Whole Loan.


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


“Serviced Whole
Loan Remittance Date”: With respect to any Serviced Companion Loan, (x) prior to contribution of such Serviced Companion
Loan to an Other Securitization, a date as set forth in the related Intercreditor Agreement (or if no such date is specified, the P&I
Advance Date) and (y) following contribution of such Serviced Companion Loan to an Other Securitization, the earlier of (A) P&I
Advance Date or (B) the Business Day immediately succeeding the “determination date” set forth in the related Other Pooling
and Servicing Agreement, or such earlier date as required by the related Intercreditor Agreement; provided, however, that,
unless otherwise required under the related Intercreditor Agreement, no remittance is required to be made until two (2) Business Days
after receipt of properly identified and available funds constituting the related Periodic Payment with respect to the related Serviced
Whole Loan.


“Servicer Termination
Event”: One or more of the events described in Section 7.01(a).


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


“Servicing Advances”:
All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’ fees and expenses and
fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator, or the Trustee, as applicable,
in connection with the servicing and administering of (a) a Mortgage Loan (and in 



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


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


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


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


“Servicing
File”: A photocopy or an electronic copy of all items required to be included in the Mortgage File, together with each of
the following, (a) to the extent such items were actually delivered to the related Mortgage Loan Seller, with respect to a Mortgage
Loan and (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, 



    	 	 
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retail,
industrial or warehouse property, a copy of all leases and estoppels and subordination and non-disturbance agreements delivered
to the related Mortgage Loan Seller; (iii) copies of related financial statements or operating statements; (iv) all
legal opinions (excluding attorney-client communications between the related Mortgage Loan Seller, and its counsel that are
privileged communications or constitute legal or other due diligence analyses), Mortgagor’s certificates and certificates of
hazard insurance and/or hazard insurance policies or other applicable insurance policies, if any, delivered in connection with the
closing of the related Mortgage Loan; (v) a copy of the Appraisal for the related Mortgaged Property(ies); (vi) the
documents that were delivered by or on behalf of the Mortgagor, which documents were required to be delivered in connection with the
closing of the related Mortgage Loan; (vii) for any Mortgage Loan that the related Mortgaged Property is leased to a single
tenant, a copy of the lease; and (viii) a copy of all environmental reports that were received by the applicable Mortgage
Loan Seller relating to the relevant Mortgaged Property and (b) copies of all modifications, extensions and amendments related to
the above, any Appraisals and any other document necessary to service the Mortgage Loans (other than any Non-Serviced Mortgage Loan)
and any Serviced Companion Loan, in each case, that are created or prepared after the Closing Date.


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


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


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






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


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


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


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


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


(i)                      
with respect to a Mortgage Loan or Companion Loan that is not a Balloon Mortgage Loan, (a) a payment default shall have occurred
at its original Maturity Date, or (b) if the original Maturity Date of such Mortgage Loan or Companion Loan has been extended as
provided herein, a payment default shall have occurred at such extended Maturity Date; or


(ii)                     with
respect to each Mortgage Loan or Companion Loan that is a Balloon Mortgage Loan, a payment default shall have occurred with respect
to the related Balloon Payment; provided, that if (A) the related Mortgagor has not provided the Master Servicer (who
shall promptly forward such written evidence to the Special Servicer) or Special Servicer, as of the related Maturity Date written
evidence from an institutional lender of such lender’s binding commitment to refinance such mortgage loan or a signed purchase
and sale agreement with respect to a sale of the Mortgaged Property (in each case subject only to typical due diligence and closing
conditions and, in the case of a purchase and sale agreement, such agreement shall include a delivery of an acceptable deposit by
the purchaser) in a manner consistent with CMBS market practices and that is satisfactory in form and substance to the Master
Servicer and the Special Servicer from an acceptable lender or purchaser reasonably satisfactory to the



    	 	 
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Master Servicer and the Special Servicer (and
the Master Servicer or Special Servicer, as applicable, shall promptly forward such commitment or other similar refinancing documentation
to the other such party), which provides that a refinancing or sale will occur within one hundred and twenty (120) days of such related
maturity date, provided that such Mortgage Loan and any related Companion Loan, as applicable, shall become a Specially Serviced Loan
immediately (i) if, in the judgment of the Special Servicer in accordance with the Servicing Standard, the related Mortgagor fails to
diligently pursue such refinancing or sale, or fails to satisfy any condition of such refinancing or sale or the related Mortgagor fails
to pay any Assumed Scheduled Payment on the related due date (subject to any applicable grace period) at any time before the refinancing
sale, (ii) if such refinancing sale does not occur within 120 days of the related Maturity Date (or within such shorter period as the
refinancing or sale is scheduled to occur pursuant to the related refinancing documentation or purchase agreement) or (iii) the related
refinancing documentation or purchase agreement is terminated before the refinancing or sale is scheduled to occur; or


(iii)               
any Periodic Payment (other than a Balloon Payment) is more than sixty (60) days delinquent (unless, in the case of a Mortgage
Loan with mezzanine debt, prior to such Periodic Payment becoming more than sixty (60) days delinquent the holders of the related Companion
Loan(s) or the holders of related mezzanine debt, as applicable, cure such delinquency, subject to the terms and provisions of the related
Intercreditor Agreement); or


(iv)                
the Master Servicer or the Special Servicer (in the case of the Special Servicer, prior to the occurrence and continuance of any
Control Termination Event, with the consent of the Directing Certificateholder), as applicable, makes a judgment that a payment default
is imminent or reasonably foreseeable and is not likely to be cured by the related Mortgagor within sixty (60) days; or


(v)                    a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any
present or future federal or state bankruptcy, insolvency or similar law, or the appointment of a conservator, receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, is entered against the related Mortgagor; provided that if such decree or order
is discharged or stayed within sixty (60) days of being entered, or if, as to a bankruptcy, the automatic stay is lifted within
sixty (60) days of a filing for relief or the case is dismissed, upon such discharge, stay, lifting or dismissal such Mortgage Loan
(and any related Companion Loan, as applicable), shall no longer be a Specially Serviced Loan (and no Special Servicing Fees,
Workout Fees or Liquidation Fees will be payable with respect thereto and any such fees actually paid shall be reimbursed to the
Trust Fund by the Special Servicer); or






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


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


(viii)                a default of which the Master Servicer or the Special Servicer, as applicable, has notice (other than a failure by such Mortgagor
to pay principal or interest) and which the Master Servicer or Special Servicer (in the case of the Special Servicer, with respect to
any Mortgage Loan other than an Excluded Loan with respect to such party, prior to the occurrence and continuance of any Control Termination
Event, with the consent of the Directing Certificateholder) determines in its good faith reasonable judgment may materially and adversely
affect the interests of the Certificateholders (and, with respect to any Serviced Whole Loan, the interests of the related Serviced Companion
Noteholder), as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loans, as applicable),
if applicable, has occurred and remained unremedied for the applicable Grace Period specified in the related Mortgage Loan or related
Companion Loan documents, other than the failure to maintain terrorism insurance if such failure constitutes an Acceptable Insurance Default
(or if no Grace Period is specified for those defaults which are capable of cure, sixty (60) days); or


(ix)                          the
Master Servicer or Special Servicer has received notice of the foreclosure or proposed foreclosure of any lien other than the Mortgage
on the related Mortgaged Property; or


(x)                          the
Master Servicer or the Special Servicer (in the case of the Special Servicer, prior to the occurrence and continuance of any Control
Termination Event, with the consent of the Directing Certificateholder) determines that (a) a default (other than as
described in clause (iv) above) under a Mortgage Loan or related Companion Loan is imminent or reasonably foreseeable,
(b) such default will materially impair the value of the corresponding Mortgaged Property as security for the Mortgage Loan
and related Companion Loan (if any) or otherwise materially adversely affect the interests of Certificateholders (and, with respect
to any Serviced Whole Loan, the interests of the related Serviced Companion Noteholder), as a collective whole (taking into account
the subordinate or pari passu nature of any Companion Loans, as applicable), and (c) the default will continue
unremedied for the applicable cure period under the terms of the Mortgage Loan or related Companion Loan, as applicable, or, if no
cure period is specified and the default is capable of being cured, for sixty (60) days; provided that such 60-day grace
period does not apply to a default that gives rise to immediate acceleration without application of a 



    	 	 
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grace period under the terms
of the Mortgage Loan or related Companion Loan, as applicable; provided that any determination that a Servicing Transfer
Event has occurred under this clause (x) with respect to any Mortgage Loan or related Companion Loan solely by reason of the
failure (or imminent failure) of the related Mortgagor to maintain or cause to be maintained insurance coverage against damages or
losses arising from acts of terrorism may only be made by the Special Servicer (with, unless a Control Termination Event has
occurred and is continuing, the consent of the Directing Certificateholder);


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


Notwithstanding anything
to the contrary in the definition of Servicing Transfer Event, no event, circumstance or action that has occurred or will occur with respect
to a COVID Modified Loan with respect to an event described in clauses (iii), (viii) and (x) of the definition of “Servicing Transfer
Event” will constitute a Servicing Transfer Event under this Agreement, but only if, and for so long as, the related borrower is
in compliance with the terms of the related COVID Modification Agreement.


In addition, if a Mortgagor
has requested a COVID Modification but the Mortgage Loan is not yet a COVID Modified Loan and an event described in clauses (iii), (viii)
or (x) of the definition of “Servicing Transfer Event” has occurred, the Special Servicer shall be permitted, but not required,
to make a determination to complete the COVID Modification, in which case no Servicing Transfer Event will occur with respect to such
Mortgage Loan only if, and for so long as, the related Mortgagor is in compliance with the terms of the related COVID Modification Agreement.


“SGFC”:
Societe Generale Financial Corporation, a Delaware corporation, or its successors in interest.


“SGFC Mortgage Loan
Purchase Agreement”: The mortgage loan purchase agreement, dated as of June 28, 2022, by and between SGFC, Société
Générale and the Depositor.


“Significant Obligor”:
As defined in Section 11.16.


“Significant Obligor
NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth (4th) calendar quarter of any calendar
year), the date that is fifteen (15) days after the Relevant Distribution Date occurring on or immediately following the date on which
financial statements for such calendar quarter are required to be delivered to the related lender under the related Mortgage Loan documents.






    	 	 
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“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 successors in interest.


“Sole Certificateholder”:
Any Certificate Owner, or Certificate Owners acting in unanimity, of a Book-Entry Certificate (or a Holder of Definitive Certificates)
representing 100% of the then-outstanding Class X-F Class X-G, Class X-H, Class X-J, Class F, Class G, Class H and
Class J Certificates (which, for the avoidance of doubt, will exclude any entity whose Certificates are not deemed to be outstanding pursuant
to the definition of “Certificateholder” herein); provided, however, that the Certificate Balances of the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E
Certificates have been retired.


“Special Notice”:
As defined in Section 5.06(b)(i).


“Special Servicer”:
With respect to (i) each of the Mortgage Loans (other than any Non-Serviced Mortgage Loan and any Excluded Special Servicer Loan)
and the Serviced Companion Loans, LNR Partners, LLC and its successors in interest and assigns, or any successor special servicer appointed
as herein provided and (ii) any Excluded Special Servicer Loan, if any, the related Excluded Special Servicer appointed pursuant
to Section 7.01(g), as applicable and as the context may require. For the avoidance of doubt, all references to the obligations
or liabilities of the “Special Servicer” in this Agreement shall mean the applicable special servicer as provided herein.


“Special Servicer
Decision”: Any of the following with respect to a Mortgage Loan or Serviced Whole Loan:


(i)                                             approving
or denying leases, lease modifications or amendments or any requests for subordination, non-disturbance and attornment agreements or other
similar agreements for all leases (other than, in each case, Ground Leases) in excess of the lesser of (y) 30,000 square feet and (z)
30% of the net rentable area at the related Mortgaged Property;


(ii)                                         approving
annual budgets for the related Mortgaged Property with respect to a Mortgage Loan with a debt service coverage ratio below 1.25x (to
the extent lender approval is required under the related Mortgage Loan documents) with material (more than 10%) increases in
operating expenses or payments to entities actually known by the Master Servicer to be Affiliates of the related Mortgagor
(excluding affiliated managers paid at fee rates agreed to at the origination of the related Mortgage Loan);


(iii)                                      any
requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit, in each case, held as
“performance”, “earn-out” or “holdback” escrows or reserves, including the 



    	 	 
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funding or disbursement
of any such amounts with respect to any of the Mortgage Loans securing the Mortgaged Properties specifically identified on Schedule
3 to this Agreement, other than routine and/or customary escrow and reserve fundings or disbursements for which the satisfaction of
performance related criteria is not required pursuant to the terms of the related Mortgage Loan documents (for the avoidance of doubt,
any request for the funding or disbursement of ordinary course impounds, repair and replacement reserves, lender approved budget and operating
expenses, and tenant improvements pursuant to an approved lease, each in accordance with the Mortgage Loan documents as mutually agreed
upon by the Master Servicer and the Special Servicer or any other funding or disbursement, shall not constitute a Special Servicer Decision);


(iv)                                     any
requests for the release of collateral or the acceptance of substitute or additional collateral for a Mortgage Loan or Serviced Whole
Loan other than: (i) grants of easements or rights of way that do not materially affect the use or value of the Mortgaged Property or
the Mortgagor’s ability to make any payments with respect to the Mortgage Loan or Serviced Whole Loan; (ii) the release of collateral
securing any Mortgage Loan in connection with a defeasance of such collateral except as provided in clause (ix) below; (iii) the
acceptance of substitute or additional collateral in the form of non-callable United States Treasury obligations in connection with a
defeasance; or (iv) requests that are related to any condemnation action that is pending, or threatened in writing, and would affect a
non-material portion of the Mortgaged Property;


(v)                                        approving
any transfer of an interest in the Mortgagor under a serviced Mortgage Loan or an assumption agreement, unless such transfer or assumption
(i) is allowed under the terms of the related Mortgage Loan documents without the exercise of any lender approval or discretion other
than confirming the satisfaction of the conditions to the transfer or assumption set forth in the related Mortgage Loan documents that
do not include lender approval or the exercise of lender discretion, including a consent to transfer or assumption to any subsidiary or
affiliate of such Mortgagor or to a Person acquiring less than a majority interest in such Mortgagor and (ii) does not involve incurring
new mezzanine financing or a change in control of the Mortgagor;


(vi)                                     requests
to incur additional debt in accordance with the terms of the related Mortgage Loan documents;


(vii)                                  approval
of any waiver regarding the receipt of financial statements (other than immaterial timing waivers including late financial statements);


(viii)                               approval
of easements that materially affect the use or value of a Mortgaged Property or the Mortgagor’s ability to make any payments with
respect to the related Mortgage Loan;






    	 	 
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(ix)                                       agreeing
to any modification, waiver, consent or amendment of a Mortgage Loan or Serviced Whole Loan in connection with a defeasance if such proposed
modification, waiver, consent or amendment is with respect to (i) a waiver of a Mortgage Loan event of default (but excluding non-monetary
events of default other than defaults relating to transfers of interest in the borrower or the existing collateral or material modifications
of the existing collateral), (ii) a modification of the type of defeasance collateral required under the related Mortgage Loan documents
such that defeasance collateral other than direct, non-callable obligations of the United States of America would be permitted or (iii)
a modification that would permit a principal prepayment instead of defeasance if the related Mortgage Loan documents do not otherwise
permit such principal prepayment;


(x)                                                    determining whether
a Mortgagor request is a COVID Modification, and whether to consent to a COVID Modification or waiver of any monetary term (other than
late fees and default interest) or material non-monetary term of a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced
Whole Loan related to a COVID Modification; and


(xi)                                      determining
whether to cure any default by a Mortgagor under a Ground Lease or permit any Ground Lease modification, amendment or subordination, non-disturbance
and attornment agreement or entry into a new Ground Lease (and in any such case, the Master Servicer will be required to provide the Special
Servicer with any notice that it receives relating to a default by the Mortgagor under a Ground Lease where the collateral for the Mortgage
Loan is the Ground Lease).


provided, however,
that notwithstanding the foregoing, the Master Servicer and the Special Servicer may mutually agree, as contemplated by Section 3.18(a),
that the Master Servicer shall process any of the foregoing matters (as well as any Major Decision) with respect to any Non-Specially
Serviced Loan (provided that, the Master Servicer shall, without the need for any such mutual agreement between the Master Servicer
and the Special Servicer, process any Special Servicer Decision described in subclauses (i) and (ii) of clause (ix) of this definition
of “Special Servicer Decision” with respect to any Non-Specially Serviced Loan), in each case subject to the consent (or deemed
consent) of the Special Servicer as obtained pursuant to this Agreement.


“Special Servicing
Fee”: With respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan), the fee payable
to the Special Servicer pursuant to Section 3.11(b).


“Special
Servicing Fee Rate”: With respect to each Specially Serviced Loan and each REO Loan (other than a Non-Serviced Mortgage
Loan) on a loan-by-loan basis, (a) 0.25% per annum computed on the basis of the Stated Principal Balance of
the related Mortgage Loan and Companion Loan(s) (including any REO Loan), as applicable, in the same manner as interest is
calculated on the Specially Serviced Loans and (b) if the rate in clause (a) would result in a Special Servicing Fee that would be
less than $3,500, in any given month, then the Special



    	 	 
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Servicing Fee Rate for such month for such Specially Serviced
Loan or REO Loan shall be a rate equal to such higher rate as would result in a Special Servicing Fee equal to $3,500 for such month with
respect to such Specially Serviced Loan or REO Loan.


“Specially Serviced
Loan”: As defined in Section 3.01(a).


“Sponsors”:
The Mortgage Loan Sellers.


“Startup Day”:
The day designated as such in Section 10.01(b).


“Stated Principal
Balance”: With respect to any Mortgage Loan, as of any date of determination, an amount equal to (x) the unpaid principal
balance as of the Cut-off Date of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage Loan, as of the date it is added
to the trust) after application of all payments of principal due during or prior to the month of substitution, whether or not those payments
have been 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, 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, 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,
the Due Date in the related month of substitution); and


(iv)                
any reduction in the outstanding principal balance of such Mortgage Loan resulting from a Deficient Valuation or a modification
of such Mortgage Loan pursuant to the terms and provisions of this Agreement that occurred prior to the end of the Collection Period for
the most recent Distribution Date.


With respect to any REO Loan
that is a successor to a Mortgage Loan, as of any date of determination, 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.






    	 	 
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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 be the sum of the Stated Principal Balances
of the related Mortgage Loan and the related Companion Loan(s) on such date.


With respect to any REO Loan
that is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance shall equal (x) the Stated
Principal Balance of the predecessor Companion Loan as of the date of the related REO Acquisition, minus (y) the principal
portion of any amounts allocable to the related Companion Loan in accordance with the related Intercreditor Agreement.


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly understood
by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions identified
in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Master Servicer, the
Special Servicer, the Operating Advisor, an Additional Servicer or a Sub-Servicer.


“Subject Loans”:
As defined in Section 12.02(b).


“Subordinate Certificate”:
Any Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificate.


“Subordinate Companion
Holder”: The holder of any of the AB Subordinate Companion Loans.


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


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


“Sub-Servicer”:
Any Person that Services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer (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.






    	 	 
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“Sub-Servicing
Agreement”: The written contract between the Master Servicer or the Special Servicer, as the case may be, and any Sub-Servicer
relating to servicing and administration of Mortgage Loans as provided in Section 3.20.


“Substitution Shortfall
Amount”: With respect to a substitution pursuant to Section 2.03(b) hereof, 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 (i) Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income
Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation,
or any successor forms, to be filed on behalf of each Trust REMIC due to its respective classification as a REMIC under the REMIC Provisions
and (ii) Internal Revenue Service Form 1041 or Internal Revenue Service Form 1099, as applicable, or any successor forms to be filed on
behalf of the Grantor Trust, together with any and all other information, reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions
of federal tax law or Applicable State and Local Tax Law.


“Temporary Regulation S
Book-Entry Certificate”: As defined in Section 5.02(a).


“Termination Purchase
Amount”: The sum of (1) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Loans) included in the Trust
Fund, (2) the Appraised Value (which fair market value for any REO Property may be less than the Purchase Price for the corresponding
REO Loan) of the Trust’s portion of each REO Property, if any, included in the Trust Fund (such Appraisals in this clause (2) to
be conducted by an Independent MAI-designated appraiser selected by the Special Servicer and approved by the Master Servicer and the Controlling
Class) (prior to the occurrence and continuance of a Control Termination Event, with respect to the Controlling Class approval), and (3)
if a Mortgaged Property secures a Non-Serviced Mortgage Loan and is an “REO property” under the terms of the related Non-Serviced
PSA, the pro rata portion of the fair market value of the related Mortgaged Property, as determined by the related Non-Serviced Master
Servicer in accordance with clause (2) above.


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


“Transfer”:
Any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.






    	 	 
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“Transfer Restriction
Period”: The period from the Closing Date to the earliest of (A) the latest of (i) the date on which the aggregate unpaid
principal balance of all outstanding Mortgage Loans has been reduced to 33.0% of the aggregate Cut-off Date Balance of the Mortgage Loans;
(ii) the date on which the aggregate outstanding principal balance of the Principal Balance Certificates has been reduced to 33.0%
of the aggregate outstanding principal balance of the Principal Balance Certificates as of the Cut-off Date; and (iii) two years
after the Closing Date; and (B) the date on which the applicable portion of the Risk Retention Requirements has been effectively abolished
or officially determined by the OCC, the Board of Governors of the Federal Reserve System, the FDIC, the Federal Housing Finance Agency,
the Commission and the Department of Housing and Urban Development to be no longer applicable to the Trust.


“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(o)(ii).


“Transferor”:
Any Person who is disposing by Transfer any Ownership Interest in a Certificate.


“Transferor Letter”:
As defined in Section 5.03(o)(ii).


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “BBCMS Mortgage Trust 2022-C16”.


“Trust
Fund”: The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage
Loans as from time to time are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed
Mortgage Loan), together with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests
of the related Serviced Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage
Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent of the Trust’s interest
therein) or the Trust’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under
the related Non-Serviced PSA; (iv) all revenues received in respect of any REO Property (to the extent of the
Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s, the Certificate
Administrator’s and the Trustee’s rights under the Insurance Policies with respect to the Mortgage Loans required to be
maintained pursuant to this Agreement and any proceeds thereof (to the extent of the Trust’s interest therein);
(vi) any Assignment of Leases and any Security Agreements (to the extent of the 



    	 	 
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Trust’s interest therein);
(vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security for any
related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of
Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the
Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account, the
Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Non-VRR
Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Non-VRR Gain-on-Sale Reserve
Account), the VRR Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such VRR Gain-on-Sale Reserve
Account), and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income,
as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein);
(x) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the
Trustee); (xi) the Lower-Tier Regular Interests; (xii) the VRR Upper-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). For the avoidance of doubt, no
Retained Defeasance Rights and Obligations will be assets of the Trust.


“Trust REMIC”:
As defined in the Preliminary Statement.


“Trustee”:
Wilmington Trust, National Association, or its successor in interest, in its capacity as trustee and its successors in interest, or any
successor trustee appointed as herein provided.


“Trustee Fee”:
The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which fee is included as part
of the Certificate Administrator Fee. No portion of the Trustee Fee shall be calculated by reference to any Companion Loan or the Stated
Principal Balance of any Companion Loan. The Trustee Fee shall be equal to $290 per month and shall be paid as a portion of the Certificate
Administrator Fee.


“UBS”:
UBS AG, an Office of the Comptroller of the Currency regulated branch of a foreign bank, by and through its branch office at 1285 Avenue
of the Americas, New York, New York.


“UCC”:
The Uniform Commercial Code, as enacted in each applicable state.


“UCC Financing Statement”:
A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.


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


“Uninsured Cause”:
Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is not fully reimbursable by
the hazard Insurance Policies or flood Insurance Policies required to be maintained pursuant to Section 3.07.






    	 	 
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“United States Securities
Person”: Any “U.S. person” as defined in Rule 902(k) of Regulation S.


“Unliquidated Advance”:
Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that made the Advance hereunder,
on the one hand, and the Trust, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant to subsections (iii)
and (iv) of Section 3.05(a) but that has not been recovered from the Mortgagor or otherwise from collections on or
the proceeds of the related Mortgage Loan or REO Property in respect of which the Advance was made.


“Unscheduled Principal
Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the following: (a) all
Principal Prepayments received on such Mortgage Loan on or prior to the Determination Date and (b) the principal portions of all
Liquidation Proceeds, Insurance and Condemnation Proceeds (net of Special Servicing Fees, Liquidation Fees, any amount related to Loss
of Value Payments to the extent that such amount was transferred into the Collection Account during the related Collection Period, accrued
interest on Advances and other additional expenses of the Trust incurred in connection 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”: One of the two separate REMICs comprising the Trust, the assets of which consist of the Lower-Tier Regular Interests,
and such amounts as shall from time to time be held in the Upper-Tier REMIC Distribution Account.


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created and maintained
by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders,
which shall initially be entitled “Computershare Trust Company, National Association, as Certificate Administrator, on behalf of
Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of BBCMS Mortgage Trust 2022-C16, Commercial
Mortgage Pass-Through Certificates, Series 2022-C16, 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



    	 	 
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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 and the Class VRR Certificates, a percentage equal to the product of 98%
and a fraction, the numerator of which is equal to the Certificate Balance (and solely in connection with any vote for purposes of determining
whether to remove the Special Servicer pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j)
or the Asset Representations Reviewer pursuant to Section 12.05, taking into account any notional reduction in the Certificate
Balance for Cumulative Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a) hereof) of such
Class, in each case, determined as of the Distribution Date immediately preceding such time, and the denominator of which is equal to
the aggregate Certificate Balance (and solely in connection with any vote for purposes of determining whether to remove the Special Servicer
pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer
pursuant to Section 12.05, taking into account any notional reduction in the Certificate Balance for Cumulative Appraisal
Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a) hereof) of the Principal Balance Certificates
and the Class VRR Certificates, each determined as of the Distribution Date immediately preceding such time. None of the Class R
or Class S Certificates shall be entitled to any Voting Rights.


“VRR Allocation Percentage”
A fraction, expressed as a percentage, equal to the VRR Percentage divided by the Non-VRR Percentage.


“VRR Available Funds”:
With respect to any Distribution Date, an amount equal to the sum of (i) the VRR Percentage of the Aggregate Available Funds for such
Distribution Date and (ii) the VRR Gain-on-Sale Remittance Amount.


“VRR Interest Distribution
Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator
pursuant to Section 3.04(g), which shall be entitled “Computershare Trust Company, National Association, as Certificate
Administrator, for the benefit of the Class VRR Certificateholders under the Pooling and Servicing Agreement for the BBCMS Mortgage Trust
2022-C16, Series 2022-C16 – VRR Interest Distribution Account,” and which must be an Eligible Account or a sub-account of
an Eligible Account. The VRR Interest Distribution Account shall not be an asset of either Trust REMIC, but rather shall be an asset of
the Grantor Trust.


“VRR
Interest Distribution Amount”: With respect to the Class VRR Certificates for any Distribution Date, an amount equal to
the product of (A) the VRR Allocation Percentage and (B) the aggregate amount of interest distributed to Non-VRR
Certificateholders pursuant to Section 4.01(a)(i), (iv), (vii), (x), (xiii), (xvi), (xix), (xxii), (xxv)
and (xxviii) on such Distribution Date.






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


“VRR Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained by the
Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Class VRR Certificateholders,
which shall be entitled “Computershare Trust Company, National Association, as Certificate Administrator, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the Class VRR Certificateholders under the Pooling and Servicing Agreement
for the BBCMS Mortgage Trust 2022-C16 VRR Gain-on-Sale Reserve Account”. Any such account shall be an Eligible Account or a subaccount
of an Eligible Account.


“VRR Interest Rate”:
With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage Rate for such Distribution Date.


“VRR Percentage”
A fraction, expressed as a percentage, the numerator of which is the initial Certificate Balance of the Class VRR Certificates, and the
denominator of which is the aggregate initial Certificate Balance of all of the Classes of Principal Balance Certificates and the Certificate
Balance of the Class VRR Certificates.


“VRR Principal Distribution
Amount”: With respect to the Class VRR Certificates for any Distribution Date, an amount equal to the product of (A) the
VRR Allocation Percentage and (B) the aggregate amount of principal distributed to the Non-VRR Certificates pursuant to Section 4.01(a)(ii),
(v), (viii), (xi), (xiv), (xvii), (xx), (xxiii), (xxvi) and (xxix) on such
Distribution Date.


“VRR Realized Loss”:
With respect to any Distribution Date, the amount, if any, by which (i) the aggregate Certificate Balance of the Class VRR Certificates,
after giving effect to distributions of principal on such Distribution Date, exceeds (ii) the product of (a) the VRR Percentage
and (b) 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 (but in each case, excluding any portion allocable to any related
Companion Loan, if applicable) as of the end of the last day of the related Collection Period.


“VRR
Realized Loss Interest Distribution Amount”: With respect to any Distribution Date and the Class VRR Certificates, an
amount equal to the product of (a) the VRR Allocation Percentage and (b) the aggregate amount of interest on unreimbursed
Realized Losses distributed to the holders of the Non-VRR Certificates according to Section 4.01(a)(iii), (vi), (ix), (xii), (xv), (xviii), (xxi), (xxiv), (xxvii)
and (xxx) on such Distribution Date.






    	 	 
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“VRR Upper-Tier
Regular Interest”: Each, an interest held by the Grantor Trust and evidencing a “regular interest” in the Upper-Tier
REMIC for purposes of the REMIC Provisions.


“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).


“WHFIT”: 
A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(22) or successor
provisions.


“WHFIT Regulations”: 
Treasury Regulations Section 1.671-5, as amended or successor provisions.


“WHMT”:
A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(23) or successor provisions.


“Whole Loan”:
With respect to any Mortgage Loan with a related Companion Loan and/or a related Subordinate Companion Loan, such Mortgage Loan and its
related Companion Loan(s), collectively, as identified in the “Whole Loan” chart in the Preliminary Statement. With respect
to each Whole Loan, references herein to each such Whole Loan shall be construed to refer to the aggregate indebtedness under the related
Mortgage Loan and the related Companion Loan(s).


“Withheld Amounts”:
As defined in Section 3.21(a).


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan, 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, a fee of 1.00% of each collection (other than Penalty Charges and Excess Interest) of interest and
principal (other than any amount for which a Liquidation Fee would be paid), including (i) Periodic Payments, (ii) Balloon Payments,
(iii) Principal Prepayments and (iv) payments (other than those included 



    	 	 
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in clause (i) or (ii) of this definition)
at maturity or Anticipated Repayment Date, received on each Corrected Loan for so long as it remains a Corrected Loan.


“XML”:
Extensible Markup Language.


“Yield Maintenance
Charge”: With respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable, as the context requires,
by a borrower in connection with a principal prepayment on, or other early collection of principal of, a Mortgage Loan, calculated, in
whole or in part, pursuant to a yield maintenance formula or otherwise pursuant to a formula that reflects the lost interest, including
any specified amount or specified percentage of the amount prepaid which constitutes the minimum amount that such Yield Maintenance Charge
may be.


Section 1.02       
Certain Calculations. Unless otherwise specified herein, for purposes of determining amounts with respect to the Certificates
and the rights and obligations of the parties hereto, the following provisions shall apply:


(i)                   All
calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall be made on the basis
of a 360-day year consisting of twelve 30-day months.


(ii)                 Any
Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the Master Servicer
or the Special Servicer; provided, however, that for purposes of calculating distributions on the Certificates, Principal
Prepayments with respect to any Mortgage Loan 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 or Class VRR Certificates on or as of a Distribution
Date shall refer to the Certificate Balance of such Classes of Certificates on such Distribution Date after giving effect to (a) any
distributions made on the immediately preceding Distribution Date pursuant to Section 4.01(a), (b) and (c), (b) any
Realized Losses allocated to such Class of Principal Balance Certificates or Class VRR 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 Aggregate Principal Distribution Amount, which recoveries are allocated to such Class of Principal Balance Certificates or Class
VRR Certificates, as applicable, 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 



    	 	 
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Mortgage Loan or Serviced Companion Loan, as applicable, or sale of a Defaulted Loan, by the Special Servicer,
the highest of (x) the rate determined by the Master Servicer or Special Servicer, as applicable, that approximates the market
rate that would be obtainable by the related Mortgagor on similar non-defaulted debt of such Mortgagor as of such date of determination,
(y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Companion Loan, as applicable, based on its outstanding principal
balance and (z) the yield on 10-year U.S. treasuries as of such date of determination, and (b) for all other cash flows,
including property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal) of
the related Mortgaged Property.


(v)                 Any
reference to “expense of the trust” or “additional trust fund expense” or words of similar import shall be construed
to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related Intercreditor Agreement or,
if no application is specified in the related Intercreditor Agreement, then, to the extent such Intercreditor Agreement refers to this
Agreement for the application of trust fund expenses or such Intercreditor Agreement does not prohibit the following application of trust
fund expenses (i) with respect to any Serviced Pari Passu Whole Loan, pro rata and pari passu, to the Trust and
the related Serviced Pari Passu Companion Loan(s) in accordance with the respective Stated Principal Balances of the related Serviced
Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) or (ii) with respect to the Serviced AB Whole Loan, first,
to the related AB Subordinate Companion Loan and then, pro rata and pari passu, by the Trust and the related Serviced Pari
Passu Companion Loan (if any), in accordance with the respective Stated Principal Balances of the related Mortgage Loan and Serviced
Pari Passu Companion Loan.


[End of Article I]


Article II



CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES


Section 2.01        Conveyance
of Mortgage Loans. (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, including any security interest therein for the benefit of the Depositor, in, to and under (i) the
Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4 (other than Section 4(c), (d),
(e) and (g)) and 5 (other than Section 5(f), (g), (h) and (i)) and, to the extent related to the foregoing,
Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of each of the related Mortgage Loan Purchase Agreements, Section 19 of
the Barclays Mortgage Loan Purchase Agreement, Section 19 of the SGFC Mortgage Loan Purchase Agreement and Section 19
of the BSPRT Mortgage Loan Purchase Agreement, and (iii) all other assets included or to be included in the Trust Fund
(collectively, the “Conveyed Property”). Such assignment includes all interest and principal received or
receivable on or with respect to the Mortgage Loans (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; 



    	 	 
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(ii) prepayments of principal collected on or before the
Cut-off Date); and (iii) any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans for which SMC, UBS,
BSPRT, LMF or Natixis is the related Mortgage Loan Seller. The transfer of the Mortgage Loans and the related rights and property
accomplished hereby is absolute and, notwithstanding Section 13.07, is intended by the parties to constitute a sale.
In connection with the assignment to the Trustee of Sections 2, 3, 4 (other than Section 4(c), (d), (e) and (g)) and 5
(other than Section 5(f), (g), (h) and (i)) and, to the extent related to the foregoing, Sections 9, 10, 11, 12, 13,
14, 15, 17 and 18 of each of the related Mortgage Loan Purchase Agreements, Section 19 of the 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 to and deposit with, or cause to be delivered to and deposited with, the Custodian, (A) on or before the
Closing Date, the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank as specified in
clause (i) of the definition of “Mortgage File” (or, alternatively, if the original executed Mortgage Note has been
lost, a lost note affidavit and indemnity with a copy of such Mortgage Note as specified in clause (i) of the definition of
“Mortgage File”) and (B) on or before the date that is forty-five (45) days following the Closing Date (or such later
date as may be provided under Section 2.01(b) and (c) hereof with regard to any item), the remainder of the Mortgage
File for each Mortgage Loan (which delivery shall be subject to clause (e) and clause (f) of the first proviso to the
definition of “Mortgage File”) and, except in the case of a Mortgage Loan that is a Non-Serviced Whole Loan as of the
Closing Date, any other items required to be delivered or deposited by the Mortgage Loan Seller pursuant to this Agreement (other
than amounts from reserve accounts and originals of letters of credit, which shall be transferred to the Master Servicer (except, in
the case of serviced Mortgage Loans, for letters of credit)). If the applicable Mortgage Loan Seller cannot deliver, or cause to be
delivered, as to any Mortgage Loan, the original Mortgage Note, the delivery requirements of the applicable Mortgage Loan Purchase
Agreement and this Section 2.01(b) shall be deemed to have been satisfied upon such Mortgage Loan Seller’s
delivery of a copy or duplicate original of such Mortgage Note, together with an affidavit certifying that the original thereof has
been lost or destroyed and indemnifying the Trustee and the Trust. If the applicable Mortgage Loan Seller cannot deliver, or cause
to be delivered, as to any Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii), (iv), (vii),
and (ix) of the definition of “Mortgage File” (or, if applicable, a copy thereof) with evidence of filing or
recording thereon (if intended to be recorded or filed), solely because of a delay caused by the public filing or recording office
where such document or instrument has been delivered, or will be delivered within ten (10) Business Days of the Closing Date, for
filing or recordation, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall
be deemed to have been satisfied on a provisional basis as of the Closing Date as to such non-delivered document or instrument,
and such non-delivered document or instrument shall be deemed to have been included in the Mortgage File, if a duplicate
original or a photocopy of such non-delivered document or instrument (certified by the applicable public filing or recording
office, the 



    	 	 
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applicable title insurance company or the applicable Mortgage Loan Seller to be a true and complete copy of the original
thereof submitted or to be submitted for filing or recording) is delivered to the Custodian on or before the Closing Date, and
either the original of such non-delivered document or instrument, or a photocopy thereof (certified by the appropriate county
recorder’s office or the applicable title insurance company, in the case of the documents and/or instruments referred to in clause (ii) of
the definition of “Mortgage File”, to be a true and complete copy of the original thereof submitted for recording), with
evidence of filing or recording thereon, is delivered to the Custodian within one hundred-eighty (180) days of the Closing Date
(or within such longer period, not to exceed eighteen (18) months, after the Closing Date as the Custodian shall consent to as long
as the applicable Mortgage Loan Seller is, as certified in writing to the Trustee and the Custodian no less often than every ninety
(90) days following such 180–day period after the Closing Date, attempting in good faith to obtain from the appropriate public
filing office or county recorder’s office such original or photocopy). If the applicable Mortgage Loan Seller is required to,
but cannot, deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii), (iv), (vii),
and (ix) (or, if applicable, a copy thereof) of the definition of “Mortgage File,” with evidence of filing or
recording thereon, for any other reason, including, without limitation, that such non-delivered document or instrument has been
lost or destroyed, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall
be deemed to have been satisfied as to such non-delivered document or instrument, and such non-delivered document or
instrument shall be deemed to have been included in the Mortgage File, if a photocopy of such non-delivered document or
instrument (with evidence of filing or recording thereon and certified in the case of the documents and/or instruments referred to
in clause (ii) of the definition of “Mortgage File” by the appropriate county recorder’s office or
the applicable title insurance company to be a true and complete copy of the original thereof submitted for recording) is delivered
to the Custodian on or before the Closing Date. Neither the Trustee nor any Custodian shall in any way be liable for any failure by
any Mortgage Loan Seller or the Depositor to comply with the delivery requirements of the related Mortgage Loan Purchase Agreement
and this Section 2.01(b). If, on the Closing Date as to any Mortgage Loan, subject to the next sentence, the
applicable Mortgage Loan Seller is required to, but cannot, deliver (in complete and recordable form or form suitable for filing or
recording, if applicable) any one of the assignments in favor of the Trustee referred to in clause (iii), clause (v)
(to the extent not already assigned pursuant to clause (iii)), clause (x) (to the extent not already
assigned pursuant to clause (iii)) or clause (ix) of the definition of “Mortgage File”
solely because of the unavailability of filing or recording information as to any existing document or instrument, such Mortgage
Loan Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b)
with respect to such assignment by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such
Mortgage Loan substantially in the form of Exhibit H; provided that all required original assignments with
respect to such Mortgage Loan (in fully complete and recordable form or form suitable for filing or recording, if applicable) are
delivered to the Custodian within one hundred-eighty (180) days after the Closing Date (or within such longer period, not to
exceed eighteen (18) months, which the Custodian shall consent to so long as the applicable Mortgage Loan Seller is, as certified in
writing to the Trustee and the Custodian no less often than every ninety (90) days following such 180–day period after the
Closing Date, attempting in good faith to obtain from the appropriate public filing office or county recorder’s office the
applicable filing



    	 	 
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or recording
information as to the related document or instrument); and provided, further, that in the case of a Non-Serviced
Mortgage Loan, the delivery of any such assignments shall be subject to clause (e) of the final proviso to the
definition of “Mortgage File” herein. If, in accordance with the related Mortgage Loan Purchase Agreement and consistent
with Section 2.01(c) of this Agreement, as to any Mortgage Loan, the related Mortgage Loan Seller or its agent is
responsible for recording or filing, as applicable, any one of the assignments in favor of the Trustee referred to in clause (iii), clause (v)
(to the extent not already assigned pursuant to clause (iii)) or clause (ix) of the definition of
“Mortgage File”, such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related Mortgage
Loan Purchase Agreement and this Section 2.01(b) with respect to such assignment by delivering to the Custodian with
respect to such Mortgage Loan on the Closing Date a copy of such assignment in the form sent for recording or filing or (except for
recording or filing information not yet available) to be sent for recording or filing; provided that an original or copy of
such assignment (with evidence of recording or filing, as applicable, indicated thereon) shall be delivered to the Custodian as
contemplated by Section 2.01(c) of this Agreement. Notwithstanding anything herein to the contrary, with respect to
letters of credit referred to in clause (xii) of the definition of “Mortgage File” and relating to a
serviced Mortgage Loan, the applicable Mortgage Loan Seller shall deliver the original to the Master Servicer (which letter of
credit shall be titled in the name of, or assigned to, “Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of registered holders of BBCMS
Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16”), 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) and the applicable Mortgage Loan Seller shall be
deemed to have satisfied the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b)
by delivering with respect to any letter(s) of credit a copy thereof to the Custodian together with an officer’s certificate
of the applicable Mortgage Loan Seller certifying that such document has been delivered to the issuing bank for reissuance or an
Officer’s Certificate from the Master Servicer certifying that it holds the letter(s) of credit pursuant to this Section 2.01(b),
one of which shall be delivered to the Custodian on the Closing Date. If a letter of credit referred to in the previous sentence is
not in a form that would allow the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with the
applicable terms thereof and/or of the related Mortgage Loan documents, the applicable Mortgage Loan Seller shall deliver the
appropriate assignment or amendment documents (or copies of such assignment or amendment documents if the related Mortgage Loan
Seller has submitted the originals to the related issuer of such letter of credit for processing) to the Custodian within thirty
(30) days of the Closing Date. If not otherwise paid by the related Mortgagor, the applicable Mortgage Loan Seller shall pay any
costs of assignment or amendment of such letter(s) of credit required in order for the Master Servicer to draw on such letter(s) of
credit on behalf of the Trust and shall cooperate with the reasonable requests of the Master Servicer in connection with
effectuating a draw under any such letter of credit prior to the date such letter of credit is assigned or amended in order that it
may be drawn by the Master Servicer on behalf of the Trust.






    	 	 
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(c)                 Pursuant
to each Mortgage Loan Purchase Agreement, except in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller is
required at its sole cost and expense, to itself, or to engage a third party to, put each Assignment of Mortgage, each assignment of
Assignment of Leases and each assignment of each UCC Financing Statement (collectively, the “Assignments” and,
individually, “Assignment”) relating to the Mortgage Loans conveyed by it under the applicable Mortgage Loan
Purchase Agreement in proper form for filing or recording, as applicable, and to submit such Assignments for filing or recording, as
the case may be, in the applicable public filing or recording office. On the Closing Date, the Mortgage Loan Sellers may deliver one
(1) omnibus assignment for all such Mortgage Loans as provided in Section 2.01(b). Except under the circumstances
provided for in the last sentence of this subsection  (c) and except in the case of a Non-Serviced Mortgage Loan, the
related Mortgage Loan Seller will itself, or a third party at such Mortgage Loan Seller’s expense will, promptly (and in any
event within one hundred twenty (120) days after the later of the Closing Date and the related Mortgage Loan Seller’s actual
receipt of the related documents and the necessary recording and filing information) cause to be submitted for recording or filing,
as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, each
Assignment. Each such Assignment submitted for recording shall reflect that it (or a file copy thereof in the case of a UCC
Assignment) should be returned by the public recording office to the Custodian or its designee following recording or filing (or to
the related Mortgage Loan Seller or its agent who will then be responsible for delivery of the same to the Custodian or its
designee). Any such Assignment received by the Custodian shall be promptly included in the related Mortgage File and be deemed a
part thereof, and any such Assignment received by the related Mortgage Loan Seller or its agent shall be required to be delivered to
the Custodian to be included as part of the related Mortgage File within thirty (30) days after receipt. If any such document or
instrument is determined to be incomplete or not to meet the recording or filing requirements of the jurisdiction in which it is to
be recorded or filed, or is lost by the public office or returned unrecorded or unfiled, as the case may be, because of a defect
therein, on or 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 



    	 	 
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Custodian,
fail to appear of record and must be resubmitted. Notwithstanding the foregoing, there shall be no requirement to record any
assignment to the Trustee referred to in clause (iii) or (v) of the definition of “Mortgage File,”
or to file any UCC-3 to the Trustee referred to in clause (ix) of the definition of “Mortgage File,”
in those jurisdictions where, in the written opinion of local counsel (which opinion shall be an expense of the related Mortgage
Loan Seller) acceptable to the Depositor and the Trustee, such recordation and/or filing is not required to protect the
Trustee’s interest in the related Mortgage Loan, against sale, further assignment, satisfaction or discharge by the related
Mortgage Loan Seller, the Master Servicer, the Special Servicer, any Sub-Servicer or the Depositor.


(d)                All
documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage Loans
(including, in each case, financial statements, appraisals, environmental reports, engineering reports, transaction screens, seismic
assessment reports, leases, rent rolls, Insurance Policies and certificates, major space leases, legal opinions, tenant estoppels and
any other relevant documents relating to the origination and servicing of any Mortgage Loan or related Whole Loan that are reasonably
necessary for the ongoing administration and/or servicing of the applicable Mortgage Loan or Whole Loan, but excluding the applicable
Mortgage Loan Seller’s internal communications (including such communications between such Mortgage Loan Seller and its Affiliates)
and underwriting analysis (including documents prepared by the applicable Mortgage Loan Seller or any of its Affiliates for such purposes),
draft documents, attorney-client communications that are privileged communications or constitute legal or other due diligence analyses
and credit underwriting or due diligence analyses or data) that (i) are not required to be a part of a Mortgage File in accordance
with the definition thereof and (ii) are reasonably necessary for the servicing of each such Mortgage Loan, together with copies
of all documents in each Mortgage File, shall be delivered by the Depositor or the applicable Mortgage Loan Seller to the Master Servicer
within five (5) Business Days after the Closing Date 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. Such documents and records shall be any documents and records (with the exception of any items excluded under the immediately
preceding sentence) that would otherwise be a part of the Servicing File.


(e)                 In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver to the Trustee
and the Master Servicer, on or before two (2) Business Days after the Closing Date, a fully executed original counterpart of each of
the Mortgage Loan Purchase Agreements, as in full force and effect, without amendment or modification, on the Closing Date.


(f)                The
Depositor shall use its reasonable best efforts to require that, promptly after the Closing Date, but in all events within three (3)
Business Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all unapplied reserve funds and Escrow Payments
in the possession or under the control of the Mortgage Loan Seller that relate to the Mortgage Loans (other than any Non-Serviced
Mortgage Loan) transferred by such Mortgage Loan Seller, whether such accounts are held in the name of the applicable Mortgage Loan
Seller or any other name, to be transferred to the Master Servicer (or a Sub-Servicer) for deposit into Servicing Accounts.






    	 	 
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(g)               With
respect to the Franchise Required Mortgage Loans, the related Mortgage Loan Seller or its designee will be required to provide any such
required notice or make any such required request to the related franchisor (with a copy of such notice or request to the Master Servicer)
within forty-five (45) days of the Closing Date (or any shorter period if required by the applicable comfort letter), and the Master
Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such replacement comfort letter, if necessary
(or to acquire any such new document or acknowledgement as may be contemplated under the existing comfort letter).


(h)                Each
Mortgage Loan Purchase Agreement shall provide that within sixty (60) days of the Closing Date, each Mortgage Loan Seller shall deliver
or cause to be delivered the Diligence Files for each of its Mortgage Loans to the Depositor by uploading such Diligence Files to the
Designated Site. Promptly upon completion of such delivery of the Diligence Files (but in no event later than sixty (60) days after the
Closing Date), the applicable Mortgage Loan Seller shall provide to each of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Custodian, the Directing Certificateholder, the Asset Representations Reviewer and the
Operating Advisor an officer’s certificate to the addresses set forth for such parties in Section 13.05, signed by the applicable
Mortgage Loan Seller certifying that the electronic copies of the documents and information uploaded to the Designated Site constitute
all documents and information required under the definition of “Diligence File” (the “Diligence File Certification”).


(i)                  Notwithstanding
anything to the contrary contained in this Section 2.01 or in Section 2.02, in connection with each Servicing Shift
Whole Loan, (1) instruments of assignment to the Trustee may be in blank and need not be recorded pursuant to this Agreement (other
than the endorsements to the note(s) evidencing the related Servicing Shift Mortgage Loan) until the earlier of (i) the Servicing
Shift Date, in which case such instruments shall be assigned and recorded in accordance with the related Non-Serviced PSA, (ii) the
Servicing Shift Whole Loan becoming a Specially Serviced Loan prior to the Servicing Shift Date and (iii) 180 days after the Closing
Date, in which case assignments and recordations shall be effected in accordance with this Section 2.01 until the occurrence, if
any, of the Servicing Shift Date, (2) no letter of credit need be amended (including, without limitation, to change the beneficiary
thereon) until the earliest of (i) the Servicing Shift Date, in which case such amendment shall be in accordance with the related
Non-Serviced PSA, (ii) the Servicing Shift Whole Loan becoming a Specially Serviced Loan prior to the Servicing Shift Date in which
case such amendment shall be effected in accordance with the terms of this Section 2.01 and (iii) the earlier of (A) 180 days
after the Closing Date and (B) any such time as any such letter of credit is required to be drawn upon by the Master Servicer in
which case such amendment shall be effected in accordance with the terms of this Section 2.01, and (3) on and following the
Servicing Shift Date, the Person selling the related Servicing Shift Control Note to the related Non-Serviced Depositor, at its own
expense, shall be (a) entitled to direct in writing, which may be conclusively relied upon by the Custodian, the Custodian to
deliver the originals of all the Mortgage Loan documents relating to the Servicing Shift Whole Loan in its possession (other than
the original note(s) evidencing the Servicing Shift Mortgage Loan) to the related Non-Serviced Trustee or the related Non-Serviced
Custodian, (b) if the right under clause (a) is exercised, required to cause the retention by or delivery to the Custodian of
photocopies of Mortgage Loan documents related to the Servicing Shift Whole Loan so delivered to such Non-Serviced Trustee or such
Non-Serviced Custodian,



    	 	 
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(c) entitled to cause the completion
(or, in the event of a recordation as contemplated by clause (1)(ii) of this paragraph, the preparation, execution and delivery) and recordation
of instruments of assignment in the name of the related Non-Serviced Trustee or related Non-Serviced Custodian, (d) if the right under
clause (c) is exercised, required to deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed and
recorded, and (e) entitled to require the Master Servicer to transfer, and to cooperate with all reasonable requests in connection with
the transfer of, the Servicing File, and any Escrow Payments, reserve funds and items specified in clauses (x) and (xii) of the definition
of “Mortgage File” for the Servicing Shift Whole Loan to the related Non-Serviced Master Servicer.


(j)                  On
or before the Closing Date, the Depositor shall deliver each of the Initial Schedule AL File in EDGAR Compatible Format and Excel format,
and any Initial Schedule AL Additional File in EDGAR Compatible Format and Excel format and Annex A-1 to the Prospectus in EDGAR Compatible
Format and Excel format to the Master Servicer via email to NoticeAdmin@midlandls.com.


(k)              
Notwithstanding anything to the contrary contained herein, with respect to a Joint Mortgage Loan, the obligations of each of the
applicable Mortgage Loan Sellers to deliver a Mortgage Note (and any related allonge or assignment) to the Custodian shall be limited
to delivery of only the Mortgage Note (and any related allonge or assignment) held by such party to the Custodian. With respect to a Joint
Mortgage Loan, the obligations of the applicable Mortgage Loan Sellers to deliver the remaining portion of the related Mortgage File or
any document required to be delivered with respect thereto shall be joint and several, provided that either of the applicable Mortgage
Loan Sellers may deliver one Mortgage File or one of any other document required to be delivered with respect to such Mortgage Loan hereunder
and such delivery shall satisfy such delivery requirements for each of the applicable Mortgage Loan Sellers.


Section 2.02        Acceptance
by Trustee. (a)  The Trustee, by the execution and delivery of this Agreement (1) acknowledges receipt by
it or a Custodian on its behalf, subject to the provisions of Section 2.01, in good faith and without notice of any
adverse claim, of the applicable documents specified in clause (i) of the definition of “Mortgage File”
with respect to each Mortgage Loan and of all other assets included in the Trust Fund and (2) declares (a) that it or
a Custodian on its behalf holds and will hold such documents and the other documents delivered or caused to be delivered by the
Mortgage Loan Sellers that constitute the Mortgage Files in the name of the Trust for the benefit of all present and future
Certificateholders, and (b) that it holds and will hold such other assets included in the Trust Fund, in trust for the
exclusive use and benefit of all present and future Certificateholders and, with respect to any original document in the Mortgage
File for a Serviced Whole Loan, for any present or future Companion Holder (and for the benefit of the Trustee as holder of the
Lower-Tier Regular Interests), as applicable. If any Mortgage Loan Seller is unable to deliver or cause the delivery of any original
Mortgage Note, such Mortgage Loan Seller may deliver a copy of such Mortgage Note, together with a signed lost note affidavit and
appropriate indemnity and shall thereby be deemed to have satisfied the document delivery requirements of Section 2.01
and of this Section 2.02.






    	 	 
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(b)                Within
sixty (60) days of the Closing Date, the Custodian shall review the Mortgage Loan documents delivered or caused to be delivered by the
Mortgage Loan Sellers constituting the Mortgage Files and, promptly following such review (but in no event later than sixty (60) days
after the Closing Date), the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of the Rating
Agencies, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder (so long as no Consultation Termination
Event shall have occurred and be continuing), 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 final proviso of the definition of “Mortgage File” herein and Section 2.01
hereof, all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii)
and (xiii) (or, with respect to clause (xii), a copy of such letter of credit and the required Officer’s
Certificate), if any, of the definition of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing
documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear regular on
their face and appear to be executed and to relate to such Mortgage Loan, 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 final proviso of the definition of “Mortgage File” herein and Section 2.01
hereof, all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii),
if any, of the definition of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing documents delivered
or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear regular on their face and appear
to be executed and relate to such Mortgage Loan 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



    	 	 
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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, 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 



    	 	 
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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 (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



    	 	 
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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 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 Repurchase Request is received by the Repurchase Request
Recipient or the date any withdrawal of the Repurchase Request is received by the Repurchase Request Recipient, as applicable, (iii) if
known, the basis for the Repurchase Request (as asserted in the Repurchase Request), (iv) the identity of the Person making such Repurchase
Request, and (v) a statement from the Repurchase Request Recipient as to whether it currently plans to pursue such Repurchase Request.


A Repurchase Request Recipient
shall not be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege or attorney work
product doctrines. The Mortgage Loan Purchase Agreements will provide that (i) any 15Ga-1 Notice provided pursuant to this Section 2.02(g)
is so provided only to assist the Mortgage Loan Sellers and Depositor or their respective Affiliates to comply with Rule 15Ga-1
under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii) (A) no
action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided pursuant to this Section 2.02(g)
by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Repurchase
Request Recipient may have with respect to the related Mortgage Loan Purchase Agreement, including with respect to any Repurchase Request
that is the subject of a 15Ga-1 Notice.


In the event that the Depositor,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives a Repurchase
Request, such party shall promptly forward or otherwise provide written notice of such 



    	 	 
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Repurchase Request to the Master Servicer, if relating
to a Non-Specially Serviced Loan, or to the Special Servicer, if relating to a Specially Serviced Loan or REO Property, and include
the following statement in the related correspondence: “This is a ‘Repurchase Request’ under Section 2.02
of the Pooling and Servicing Agreement relating to the BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates,
Series 2022-C16 requiring action by you as the ‘Repurchase Request Recipient’ thereunder.” Upon receipt of such Repurchase
Request by the Master Servicer or the Special Servicer, as applicable, such party shall be deemed to be the Repurchase Request Recipient
in respect of such Repurchase Request, and such party shall comply with the procedures set forth in this Section 2.02(g) with
respect to such Repurchase Request. In no event shall the Custodian, by virtue of this provision, be required to provide any notice other
than as set forth in Section 2.02 of this Agreement in connection with its review of the Mortgage File.


If the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives notice or has knowledge
of a withdrawal or a rejection of a Repurchase Request of which notice has been previously received or given, and such notice was not
received from or copied to the Master Servicer or the Special Servicer, then such party shall give notice of such withdrawal or rejection
to the Master Servicer or the Special Servicer, as applicable. Any such notice received by the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or the Custodian shall also be provided to the Depositor and, in the case of
a withdrawal notice, to the applicable Mortgage Loan Seller.


In the event that a Mortgage
Loan is repurchased or replaced pursuant to Section 2.03 of this Agreement, the Master Servicer (with respect to Non-Specially
Serviced Loans) or Special Servicer (with respect to Specially Serviced Loans) shall promptly notify the Depositor of such repurchase
or replacement.


Section 2.03       
Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage
Loans for Defects in Mortgage Files and Breaches of Representations and Warranties. (a)  The Depositor hereby represents
and warrants that:


(i)               
The Depositor is a limited liability company duly organized, validly existing and in good standing under the laws of the State
of Delaware, and the Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement
by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby, including,
but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this Agreement;


(ii)                 Assuming
the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the
obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the
Depositor in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of




    	 	 
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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
its receipt of a Repurchase Request, the Master Servicer (if the related Mortgage Loan is a Non-Specially Serviced Loan) or the
Special Servicer (if the related Mortgage Loan is a Specially Serviced Loan), as applicable, shall request in writing that the
applicable Mortgage Loan Seller, not later than ninety (90) days following the earlier of (i) such Mortgage Loan
Seller’s discovery of any Material Defect, (ii) such
Mortgage Loan Seller’s receipt of notice of any Material Defect from any party to this Agreement or (iii) in the case
of a Material Defect relating to a Mortgage Loan not being a “qualified mortgage” within the meaning of
Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that
causes a defective Mortgage Loan to be treated as a qualified mortgage, the earlier of (x) the discovery of any Material
Defect by any party to this Agreement or (y) receipt of a notice of any Material Defect by the applicable Mortgage Loan
Seller (such 90-day period, the “Initial Cure Period”), (A) cure such Material Defect in all material
respects, at such Mortgage Loan Seller’s own expense, including reimbursement of any related additional expenses of the Trust
incurred by any party to this Agreement, (B) repurchase the affected Mortgage Loan or REO Loan (or, in the case of a Joint
Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) (excluding any related Serviced Companion Loan, if
applicable), at the applicable Purchase Price and in conformity with the applicable Mortgage Loan Purchase Agreement and this
Agreement or (C) substitute a Qualified Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no
substitution will be permitted) for such affected Mortgage Loan or REO Loan (or, in the case of a Joint Mortgage Loan, the
applicable Mortgage Loan Seller Percentage Interest thereof) (excluding any 



    	 	 
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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, the Asset Representations Reviewer and
(with respect to any Mortgage Loan, prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder,
setting forth the reason such Material Defect is not capable of being cured within the Initial Cure Period and what actions the
applicable Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that the applicable Mortgage Loan Seller
anticipates that such Material Defect will be cured within the Extended Cure Period; and provided, further, that, if
any such Material Defect is not cured after the Initial Cure Period and any such Extended Cure Period solely due to the failure of
the related Mortgage Loan Seller to have received the recorded document, then such Mortgage Loan Seller shall be entitled to
continue to defer its cure, repurchase and/or substitution obligations in respect of such Material Defect until eighteen (18) months
after the Closing Date for so long as such Mortgage Loan Seller certifies to the Trustee, the Master Servicer, the Special Servicer,
the Directing Certificateholder (in the case of the Directing Certificateholder, prior to the occurrence and continuance of a
Consultation Termination Event) and the Certificate Administrator no less than every ninety (90) days, beginning at the end of such
Extended Cure Period, that such Material Defect is still in effect solely because of the failure of the applicable recording office
to have recorded as filed or returned evidence of filing the document (or made such evidence available online) and that such
Mortgage Loan Seller is diligently pursuing the cure of such Material Defect (specifying the actions being taken). Notwithstanding
the foregoing, any Defect or Breach which causes any Mortgage Loan not to be a “qualified mortgage” (within the meaning
of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2)
that causes a defective Mortgage Loan to be treated as a qualified mortgage) shall be deemed to materially and adversely affect the
interests of Certificateholders therein, and (subject to the applicable Mortgage Loan Seller’s right to cure such Defect or
Breach during the Initial Cure Period) such Mortgage Loan shall be repurchased or substituted for without regard to the



    	 	 
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Extended
Cure Period described in the preceding sentence. If the affected Mortgage Loan is to be repurchased, the funds in the amount of the
Purchase Price remitted by the applicable Mortgage Loan Seller (or, in the case of a Joint Mortgage Loan, the applicable Mortgage
Loan Seller Percentage Interest thereof) are to be remitted by wire transfer to the Master Servicer for deposit into the Collection
Account.


If a Mortgage Loan
Seller, in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan, makes a cash
payment pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the 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(g) of this
Agreement. The Special Servicer shall (i) determine the amount of any applicable Loss of Value Payment (with the consent of the
Directing Certificateholder in respect of any Mortgage Loan that is not an Excluded Loan and for so long as no Control Termination
Event has occurred and is continuing) and, in the case of any PSA Party Repurchase Request with respect to Non-Specially Serviced
Loans prior to the occurrence of a Resolution Failure, shall communicate such amount to the Master Servicer for its enforcement
action with the applicable Mortgage Loan Seller and (ii) with respect to Specially Serviced Loans, use reasonable efforts to notify
the Master Servicer of the receipt of a Loss of Value Payment. In connection with any such determination with respect to any
Non-Specially Serviced Loan, the Master Servicer shall promptly provide the Special Servicer, but in any event within the time frame
and in the manner provided in Section 3.19, with the Servicing File and all documents and records (including records stored
electronically on computer tapes, magnetic discs and the like) relating to such Non-Specially Serviced Loan and, if applicable, the
related Serviced Companion Loan(s), either in the Master Servicer’s possession or otherwise reasonably available to the Master
Servicer, and reasonably requested by the Special Servicer to the extent set forth in Section 3.19 in order to permit the
Special Servicer to calculate the Loss of Value Payment as set forth in this Section 2.03(b). The Loss of Value Payment shall
include the portion of any Liquidation Fees payable to the Special Servicer in respect of such Loss of Value Payment and the portion
of fees and reimbursable expenses of the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan. If
such Loss of Value Payment is made, the Loss of Value Payment shall serve as the sole remedy available to the Certificateholders and
the Trustee on their behalf regarding any such Material Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise
cure such Material Defect or repurchase or substitute for the affected Mortgage Loan 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” within the meaning of Section 860G(a)(3) of the Code
(but 



    	 	 
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without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated
as a qualified mortgage) may not be cured by a Loss of Value Payment.


With respect to any Non-Serviced
Mortgage Loan, if a Material Document Defect under, as such term or any analogous term is defined in, the related Non-Serviced PSA exists
with respect to the related Non-Serviced Companion Loan, and if the applicable Mortgage Loan Seller (or other responsibly party) repurchases
the Non-Serviced Companion Loan from the related Non-Serviced Trust, then the related Mortgage Loan Seller shall promptly repurchase such
Non-Serviced Mortgage Loan at the applicable Purchase Price; provided, however, that the foregoing shall not apply to any
Material Document Defect related to the promissory note for the related Non-Serviced Companion Loan.


If any Breach that
constitutes a Material Defect pertains to a representation or warranty that the related Mortgage Loan 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
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 



    	 	 
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Master Servicer
who shall then 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 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”
within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2)
that causes a defective obligation to be treated as a qualified mortgage, and (iv) such delay precludes such Mortgage Loan Seller
from curing such Material Defect. Notwithstanding the foregoing, if a Mortgage Loan is not secured by a Mortgaged Property that is,
in whole or in part, a hotel, restaurant (operated by a Mortgagor), healthcare facility, nursing home, assisted living facility,
self-storage facility, theater or fitness center (operated by a borrower), then the failure to deliver copies of the UCC Financing
Statements with respect to such Mortgage Loan 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 “Defect” that constitutes a Material Defect and to be conclusively presumed to
materially and adversely affect the interests of Certificateholders in a Mortgage Loan (but solely with respect to clause (a))
and to be deemed to materially and adversely affect the interest of the Certificateholders in and the value of a Mortgage Loan:
(a) the absence from the Mortgage File 



    	 	 
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of the original signed Mortgage Note, unless the Mortgage File contains a signed lost
note affidavit and indemnity with a copy of the Mortgage Note that appears to be regular on its face; (b) the absence from
the Mortgage File of the original signed Mortgage that appears to be regular on its face, unless there is included in the Mortgage
File either a copy of the Mortgage with evidence of recording thereon or a copy of the Mortgage and a certificate from the related
Mortgage Loan Seller stating that the original signed Mortgage was sent for recordation; (c) the absence from the Mortgage
File of the item called for by clause (viii) of the definition of “Mortgage File”; (d) the absence
from the Mortgage File of any intervening assignments required to create a complete chain of assignments to the Trustee on behalf of
the Trust, unless there is included in the Mortgage File either a copy of the assignment with evidence of recording thereon or a
copy of the intervening assignment and a certificate from the related Mortgage Loan Seller stating that the original intervening
assignments were sent for filing or recordation, as applicable; (e) the absence from the Mortgage File of any required letter
of credit (except as permitted under Section 2.01(b)); or (f) with respect to any related leasehold Mortgage
Loan, the absence from the related Mortgage File of a copy (or an original, if available) of the related Ground Lease; provided, however,
that no Defect (except the Defects previously described in subclauses (a) through (f) of this Section 2.03(c))
shall be considered to materially and adversely affect the value of the related Mortgage Loan, 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 subclauses (b) through (f) 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, fails to produce a copy of the document with respect to which the Defect exists within a
reasonable period after receiving such notice or otherwise establish that the original or copy, as applicable, of such document has
been delivered, in compliance with the terms of the related Non-Serviced PSA, to the custodian under the related Non-Serviced PSA.
Notwithstanding the foregoing, the delivery of executed escrow instructions or a binding commitment to issue a lender’s title
insurance policy, as provided in clause (viii) of the definition of “Mortgage File” herein, in lieu of the
delivery of the actual policy of lender’s title insurance, shall not be considered a Material Defect with respect to any
Mortgage File if such actual policy is delivered to the Custodian not later than eighteen (18) months following the Closing Date.
Notwithstanding the foregoing, to the extent a Mortgage Loan Seller has otherwise complied with its document delivery requirements
under this Agreement and the related Mortgage Loan Purchase Agreement, in the event that the Custodian has acknowledged receipt
pursuant to Section 2.01(i) above of a document that is part of the Mortgage File or a Mortgage Loan Seller can
otherwise prove delivery of the document, and the Custodian subsequently loses a document, the fact that such document is lost may
not be utilized as the basis for a claim of a Material Defect against a Mortgage Loan Seller pursuant to Section 5 of the
related Mortgage Loan Purchase Agreement and/or this Section 2.03 and the Custodian shall be liable for any such loss
to the extent provided for in Section 8.01 hereof.






    	 	 
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(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 the legal and beneficial ownership of
such repurchased or substituted Mortgage Loan (including property acquired in respect thereof and proceeds of any insurance policy with
respect thereto) and the related Mortgage Loan documents.


(e)              
Section 5 of each of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders (subject
to the limitations on the rights of the Certificateholders under this Agreement), or the Trustee on behalf of the Certificateholders,
the Master Servicer or the Special Servicer with respect to any Material Defect; provided, however, that the foregoing shall
in no way limit the ability of the Master Servicer, the Special Servicer or the Trustee to take any action against BCHI, Société
Générale or FBRT, in each case, to the extent provided for pursuant to the related Mortgage Loan Purchase Agreement, including,
without limitation, pursuant to Section 19 thereof.


(f)                The
Enforcing Servicer shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests),
enforce the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement. Such
enforcement, including, without limitation, the legal prosecution of claims, if any, shall be carried out in accordance with the
Servicing Standard. Any costs incurred by the Enforcing Servicer with respect to the enforcement of the obligations of the
applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall, to the extent not recovered from the
applicable Mortgage Loan Seller, be deemed to be Servicing Advances to the extent not otherwise provided for herein. The Enforcing
Servicer shall be reimbursed for the reasonable costs of such enforcement: first, from a specific recovery, if any, of costs,
expenses or attorneys’ fees against the applicable Mortgage Loan Seller; second, pursuant to Section
3.05(a)(vii) herein out of the related Purchase Price, to the extent that such expenses are a specific component thereof; and third,
if at the conclusion of such enforcement action it is determined that the amounts described in clauses first
and second are insufficient, then pursuant to 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.






    	 	 
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(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 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 Master Servicer or, with respect to a Specially Serviced Loan, the Special
Servicer, may waive the collection of amounts due on behalf of such Mortgage Loan Seller in its sole discretion in accordance with the
Servicing Standard.


(h)              
If (i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this Section 2.03
and (ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed Underlying Loan in the related
Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect shall be deemed to constitute a Material
Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group for purposes of this paragraph, and the related
Mortgage Loan Seller will be required to repurchase or substitute for such other Crossed Underlying Loan(s) in the related Crossed Mortgage
Loan Group as provided in Section 2.03(b) unless such other Crossed Underlying Loans satisfy the Crossed Underlying Loan Repurchase
Criteria. In the event that the remaining Crossed Underlying Loans in such Crossed Mortgage Loan Group satisfy the aforementioned criteria,
the applicable Mortgage Loan Seller may elect either to repurchase or substitute for only the affected Crossed Underlying Loan(s) as to
which the related Material Defect exists or to repurchase or substitute for all of the Crossed Underlying Loans in the related Crossed
Mortgage Loan Group. Any reserve or other cash collateral or letters of credit securing the Crossed Underlying Loans shall be allocated
among the related Crossed Underlying Loans in accordance with the related Mortgage Loan documents or otherwise on a pro rata basis
based upon their outstanding Stated Principal Balances. Except as provided in this Section 2.03(h) and Section 2.03(i),
all other terms of the related Mortgage Loans shall remain in full force and effect without any modification thereof.


(i)                  Notwithstanding the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying
Loans, the Depositor may cause the 



    	 	 
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related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be repurchased
pursuant to this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided, however,
that (i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the related Mortgage,
this Agreement and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii) in
connection with such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at such Mortgage Loan Seller’s
expense) to the effect that the contemplated action will not cause an Adverse REMIC Event and (iii) in connection with such partial
release, the related Mortgage Loan Seller delivers or causes to be delivered to the Custodian original modifications to the Mortgage
prepared and executed in connection with such partial release.


(j)                  With
respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase or substitute
for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) while the Trustee continues to hold any other
Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable Mortgage Loan Seller and the Enforcing Servicer,
on behalf of the Trustee, as assignee of the Depositor, will, as set forth in the related Mortgage Loan Purchase Agreement, forbear from
enforcing any remedies against the other’s Primary Collateral but each will be permitted to exercise remedies against the Primary
Collateral securing its respective related Mortgage Loans, including with respect to the Trustee, the Primary Collateral securing the
Mortgage Loans still held by the Trustee, so long as such exercise does not materially impair the ability of the other party to exercise
its remedies against its Primary Collateral. If the exercise of the remedies by one party would materially impair the ability of the
other party to exercise its remedies with respect to the Primary Collateral securing the Crossed Underlying Loans held by such party,
then both parties have agreed in the related Mortgage Loan Purchase Agreement to forbear from exercising such remedies until the Mortgage
Loan documents evidencing and securing the relevant Mortgage Loan can be modified in a manner that complies with the related Mortgage
Loan Purchase Agreement to remove the threat of material impairment as a result of the exercise of remedies.


(k)              
(i)  In the event an Initial Requesting Certificateholder delivers a written request to the Depositor, the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor (solely in its capacity as Operating Advisor)
that a Mortgage Loan be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect to
such Mortgage Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”), such
party shall promptly forward that Certificateholder Repurchase Request to the Enforcing Servicer, and the Enforcing Servicer shall promptly
forward it to the related Mortgage Loan Seller and each other party to this Agreement and take the actions required under Section 2.03(b).
Subject to Section 2.03(l), the Enforcing Servicer shall be the Enforcing Party with respect to a Certificateholder Repurchase
Request.


(ii)               In
the event that the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating
Advisor (solely in its capacity as Operating Advisor) obtains knowledge of a Material Defect with respect to a Mortgage Loan, that
party shall deliver prompt written notice of such Material Defect to each other party to this Agreement identifying the applicable
Mortgage Loan and setting forth the basis for such allegation (an “PSA Party Repurchase Request” and, either
a



    	 	 
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Certificateholder Repurchase Request or a PSA Party Repurchase Request, the “Repurchase Request”) and the Enforcing
Servicer will be required to promptly send the PSA Party Repurchase Request to the related Mortgage Loan Seller. Prior to the occurrence
of a Resolution Failure, the Enforcing Servicer shall act as the Enforcing Party and enforce the rights of the Trust against the related
Mortgage Loan Seller with respect to a PSA Party Repurchase Request. If a Resolution Failure occurs with respect to a PSA Party Repurchase
Request, the provisions described below under Section 2.03(l) shall apply.


(iii)               
In the event the Repurchase Request is not Resolved within 180 days after the applicable Mortgage Loan Seller receives the Repurchase
Request (a “Resolution Failure”), then the provisions described in Section 2.03(l) below shall apply.
Receipt of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the related
Mortgage Loan Seller. A Resolved Repurchase Request shall not preclude the Special Servicer from exercising any of its rights related
to a Material Defect in the manner and timing otherwise set forth herein, in the related Mortgage Loan Purchase Agreement or as provided
by law.


(l)                 (i)  After
a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request was
initiated by an Initial Requesting Certificateholder or by a party to this Agreement), the Enforcing Servicer shall send a notice (a
“Proposed Course of Action Notice”) to the Initial Requesting Certificateholder, if any, to the address specified
in the Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate Administrator via e-mail who shall
make such notice available to all other Certificateholders and Certificate Owners (by posting such notice on the Certificate
Administrator’s Website) indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase
Request (the “Proposed Course of Action”). Such notice shall include (a) a request to Certificateholders to
indicate their agreement with or dissent from such Proposed Course of Action, by clearly marking “agree” or
“disagree” to the Proposed Course of Action on such notice within thirty (30) days of the date of such notice and a
disclaimer that responses received after such 30-day period will not be taken into consideration, (b) a statement that in the event
any Certificateholder disagrees with the Proposed Course of Action, the Enforcing Servicer shall be compelled to follow (either as
the Enforcing Party or as the Enforcing Servicer in circumstances where a Certificateholder is acting as the Enforcing Party) the
course of action agreed to and/or proposed by the majority of the responding Certificateholders that involves referring the matter
to mediation or arbitration, as the case may be, (c) a statement that the responding Certificateholders will be required to certify
their holdings in connection with such response, (d) a statement that only responses clearly marked “agree” or
“disagree” with such Proposed Course of Action will be taken into consideration and (e) instructions for the responding
Certificateholders to send their responses to the applicable Enforcing Servicer and the Certificate Administrator. The Certificate
Administrator shall, within fifteen (15) Business Days after the expiration of the 30-day response period, tabulate the responses
received from the Certificateholders and share the results with the Enforcing Servicer. The Certificate Administrator shall only
count responses timely received and clearly indicating agreement or dissent with the related Proposed Course of Action and
additional verbiage or qualifying language shall not be taken into consideration for purposes of determining whether the related
Certificateholder agrees or disagrees with the Proposed Course of Action. The Certificate 



    	 	 
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Administrator shall be under no obligation
to answer any questions from the Certificateholders regarding such Proposed Course of Action. For the avoidance of doubt, the
Certificate Administrator’s obligations in connection with this Section 2.03(l) shall be limited solely to
tabulating the Certificateholders’ responses of “agree” or “disagree” to the Proposed Course of
Action, and such obligation shall not be construed to impose any enforcement obligation on the Certificate Administrator. The
Enforcing Servicer may conclusively rely (without investigation) on the Certificate Administrator’s tabulation of the majority
of the responding Certificateholders. If (a) the Enforcing Servicer’s intended course of action with respect to the
Repurchase Request does not involve pursuing further action to exercise rights against the applicable Mortgage Loan Seller with
respect to the Repurchase Request and the Initial Requesting Certificateholder, if any, or any other Certificateholder or
Certificate Owner wishes to exercise its right to refer the matter to mediation (including nonbinding arbitration) or arbitration,
or (b) the Enforcing Servicer’s intended course of action is to pursue further action to exercise rights against the
applicable Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting Certificateholder, if any, or any
other Certificateholder or Certificate Owner does not agree with the dispute resolution method selected by the Enforcing Servicer,
then the Initial Requesting Certificateholder, if any, or such other Certificateholder or Certificate Owner may deliver to the
Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election Notice”) within thirty (30) days
from the date the Proposed Course of Action Notice is posted on the Certificate Administrator’s Website (the “Dispute
Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter to either mediation or
arbitration. In the event any Certificateholder or Certificate Owner delivers a Preliminary Dispute Resolution Election Notice, and
the Enforcing Servicer has also received responses from other Certificateholders or Certificate Owners supporting the Enforcing
Servicer’s initial Proposed Course of Action indicating a recommendation to undertake mediation or arbitration, such responses
shall be considered Preliminary Dispute Resolution Election Notices supporting the Proposed Course of Action for purposes of
determining the course of action approved by the majority of responding Certificateholders.


(ii)                 If
neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner delivers a Preliminary
Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate Owner shall have
the right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer shall be the sole party entitled to
determine a course of action, including, but not limited to, enforcing the Trust’s rights against the related Mortgage Loan Seller,
subject to any consent or consultation rights of the Directing Certificateholder pursuant to Section 6.08.


For the avoidance
of doubt, no party other than the Enforcing Servicer shall be entitled to exercise such rights.


(iii)               Promptly
and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice from (a) the
Initial Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner (other than the Class
VRR Certificateholder) (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 



    	 	 
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mediation (including nonbinding arbitration) or arbitration as the dispute resolution method with respect
to the Repurchase Request (the “Dispute Resolution Consultation”) so that such Requesting Certificateholder may
consider the views of the Enforcing Servicer as to the claims underlying the Repurchase Request and possible dispute resolution
methods, such discussions to occur and be completed no later than ten (10) Business Days following the Dispute Resolution Cut-off
Date. The Enforcing Servicer shall be entitled to establish procedures the Enforcing Servicer deems in good faith to be in
accordance with the Servicing Standard relating to the timing and extent of such consultations. No later than five (5) Business Days
after completion of the Dispute Resolution Consultation, a Requesting Certificateholder may provide a final notice to the Enforcing
Servicer indicating its decision to exercise its right to refer the matter to either mediation or arbitration (“Final
Dispute Resolution Election Notice”).


(iv)              If,
following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice
to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain obligated under this
Agreement to determine a course of action, including, but not limited to, enforcing the rights of the Trust with respect to the Repurchase
Request and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration.


(v)                If
a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such
Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding
arbitration) or arbitration. If there are more than one Requesting Certificateholder that timely deliver a Final Dispute Resolution
Election Notice, then such Requesting Certificateholders shall collectively become the Enforcing Party, and the holder or holders of
a majority of the Voting Rights among such Requesting Certificateholders shall be entitled to make all decisions relating to such
mediation or arbitration. If, however, no Requesting Certificateholder commences arbitration or mediation pursuant to the terms of
this Agreement within thirty (30) days after delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer,
then (i) the rights of a Requesting Certificateholder to act as the Enforcing Party shall terminate and no Certificateholder
or Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration, (ii) if the
Proposed Course of Action Notice indicated that the Enforcing Servicer shall take no further action with respect to the Repurchase
Request, then the related Material Defect shall be deemed waived for all purposes under this Agreement and the related Mortgage Loan
Purchase Agreement; provided, however, that such Material Defect shall not be deemed waived with respect a Requesting
Certificateholder, any other Certificateholder or Certificate Owner or the Enforcing Servicer to the extent there is a material
change in the facts and circumstances known to such party at the time when the Proposed Course of Action Notice is posted on the
Certificate Administrator’s Website and (iii) if the Proposed Course of Action Notice had indicated a course of action
other than the course of action under clause (ii), then the Enforcing Servicer shall again become the Enforcing Party
and, as such, shall be the sole party entitled to determine a course of action, including, but not limited to, enforcing the
Trust’s rights against the related Mortgage Loan Seller.






    	 	 
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For the avoidance
of doubt, no party other than the Enforcing Servicer shall be entitled to exercise such rights.


(vi)             Notwithstanding
the foregoing, the dispute resolution provisions described above under this Section 2.03(l) shall not apply, and the Enforcing
Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to the Repurchase Request,
or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders to commence litigation
with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.


(vii)            In
the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust, shall remain a
party to any proceedings against the related Mortgage Loan Seller as further described below.


(viii)           For
the avoidance of doubt, neither the Depositor, any Mortgage Loan Seller nor any of their respective Affiliates (other than the Directing
Certificateholder or any of its Affiliates) shall be entitled to be an Initial Requesting Certificateholder or a Requesting Certificateholder.


(ix)               Reasonable
out of pocket costs and expenses of the Master Servicer for mediation or arbitration, to the extent not agreed to be paid by the Enforcing
Party or another party (in the case of mediation) or allocated to the Enforcing Party or another party (in the case of arbitration) shall
be reimbursable as a Servicing Advance.


(m)            
If the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:


(i)                    The
mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage Loan Seller within
30 days of written notice of the Enforcing Party’s selection of mediation (such provider, the “Mediation Services Provider”)
in accordance with published mediation procedures (the “Mediation Rules”) promulgated by the Mediation Services Provider.


(ii)                 The
mediator shall be impartial, an attorney and have at least fifteen (15) years of experience in commercial litigation and either commercial
real estate finance or commercial mortgage-backed securitization matters or other complex commercial transactions and who will be appointed
from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a list of at least ten potential mediators
by the Mediation Services Provider, each party will have the right to exercise two peremptory challenges within fourteen (14) days and
to rank the remaining potential mediators in order of preference. The Mediation Services Provider shall select the mediator from the
remaining attorneys on the list respecting the preference choices of the parties to the extent possible.


(iii)            The parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within ten
(10) Business Days of the selection of the mediator and to conclude the mediation within sixty (60) days thereafter.






    	 	 
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(iv)             The
expenses of any mediation shall be allocated among the parties to the mediation, including, if applicable, between the Enforcing Party
and Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


(n)              
If the Enforcing Party selects third-party arbitration, the following provisions will apply:


(i)                  The
arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage Loan Seller
within 30 days of written notice of the Enforcing Party’s selection of arbitration (such provider, the “Arbitration Services
Provider”) in accordance with published arbitration procedures (the “Arbitration Rules”) promulgated by
the Arbitration Services Provider.


(ii)              
The arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least fifteen (15) years
of experience in commercial litigation and either commercial real estate finance or commercial mortgage-backed securitization matters
or other complex commercial transactions and who will be appointed from a list of neutrals maintained by the Arbitration Services Provider.
Upon being supplied a list of at least ten potential arbitrators by the Arbitration Services Provider, each party will have the right
to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential arbitrators in order of preference.
The Arbitration Services Provider will select the arbitrator from the remaining attorneys on the list respecting the preference choices
of the parties to the extent possible.


(iii)              Prior
to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias
or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


(iv)             After
consulting with the parties at an organizational conference held not later than ten (10) Business Days after its appointment, the arbitrator
shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting
the proceeding and completing the arbitration within 120 days. The arbitrator shall have the authority to schedule, hear, and determine
any and all motions, including dispositive and discovery motions, in accordance with the 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,



    	 	 
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additional discovery to the extent
that the arbitrator determines good cause is shown that such additional discovery is reasonable and necessary.


(vi)             The
arbitrator shall make its final determination no later than thirty (30) days after the conclusion of the hearings and submission of any
post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage Loan Purchase
Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent with those agreements.
The arbitrator shall not have the power to award punitive damages or consequential damages in any arbitration conducted by them. Interest
on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice at the Prime Rate. In its final
determination, the arbitrator shall determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any
record or transcript of the arbitration, and administrative fees) and shall award reasonable attorneys’ fees to the parties to
the arbitration as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator shall be by a reasoned
decision in writing and counterpart copies shall be promptly delivered to the parties. The final determination of the arbitrator shall
be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or state law, and may
be enforced in any court of competent jurisdiction.


(vii)            By
selecting arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by jury.


(viii)          No person may bring a putative or certified class action to arbitration.


(o)              
The following provisions shall apply to both mediation and third-party arbitration:


(i)               
Any mediation or arbitration shall be held in New York, New York unless another location is agreed by all parties;


(ii)              
If the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating
to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, 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



    	 	 
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mediation, arbitration or litigation,
or other proceeding (including any proceeding under this Section 2.03). Such information shall be kept strictly confidential
and shall not be disclosed or shared with any third party (other than a party’s attorneys, experts, accountants and other agents
and representatives, as reasonably required in connection with any resolution procedure under this Section 2.03), except as
otherwise required by law, regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other
request for information from a third party (other than a governmental regulatory body) for such confidential information, the recipient
shall promptly notify the other party to the resolution procedure and shall provide the other party with a reasonable opportunity to object
to the production of its confidential information.


(iv)              In
the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may be, shall
be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to any arbitration
or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing Party. 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, (B) to the extent
that the Enforcing Servicer is required under Section 2.02 to provide any 15Ga-1 Notice in connection with such Repurchase Request,
the Enforcing Servicer shall be permitted to include in such 15Ga-1 Notice the information required pursuant to Section 2.02 and
(C) the applicable Mortgage Loan Seller shall be permitted to disclose information related to the Repurchase Request to the extent necessary
to comply with its obligations under Rule 15Ga-1 or Item 1104 of Regulation AB.


(vii)            For the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase
Request to mediation or arbitration or 



    	 	 
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participation in such mediation or arbitration affect in any manner the ability of the Enforcing
Servicer to perform its obligations with respect to a Mortgage Loan (including without limitation, a liquidation, foreclosure, negotiation
of a loan modification or workout, acceptance of a discounted pay-off or deed-in-lieu of foreclosure, or bankruptcy or other litigation)
or the exercise of any rights of a Directing Certificateholder.


(viii)          Any
out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration shall be reimbursable
as Trust Fund expenses.


(p)              
Notwithstanding anything to the contrary herein, with respect to any Joint Mortgage Loan, the obligations of each of the applicable
Mortgage Loan Sellers to repurchase or substitute with respect to a Material Defect with respect to the related Mortgage Loan shall be
limited to a repurchase or substitution with respect to the Mortgage Note it sold to the Depositor in accordance with the related Mortgage
Loan Purchase Agreement. With respect to any Joint Mortgage Loan, any cure by either of the applicable Mortgage Loan Sellers with respect
to the Mortgage Note sold by it to the Depositor in accordance with the related Mortgage Loan Purchase Agreement that also cures the Material
Defect with respect to the entire related Joint Mortgage Loan shall satisfy the cure obligations of both Mortgage Loan Sellers with respect
to such Joint Mortgage Loan.


Section 2.04        Execution
of Certificates; Issuance of Lower-Tier Regular Interests. 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 and the Grantor Trust. Concurrently with such assignment and delivery,
and in exchange for the Mortgage Loans (other than Excess Interest) and the other assets comprising the Lower-Tier REMIC,
receipt of which is hereby acknowledged, (i) the Trustee acknowledges the issuance of the Lower-Tier Regular Interests and
the Class LR Interest to the Depositor; (ii) the Trustee acknowledges the creation of the Grantor Trust (as described
in Section 2.05 below); (iii) the Trustee acknowledges the contribution by the Depositor of the Lower-Tier
Regular Interests to the Upper-Tier REMIC; (iv) immediately thereafter, in exchange for the Lower-Tier Regular Interests,
the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the
Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the
Depositor, the Regular Certificates, the VRR Upper-Tier Regular Interests 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); and (v) the Trustee acknowledges that it has caused the Certificate Administrator
to issue the Class VRR Certificates and the Class S Certificates in exchange for the related assets of the Grantor Trust and
has caused the Certificate Registrar to execute and cause the Authenticating Agent to deliver to or upon the order of the Depositor
such Certificates, and the Depositor hereby acknowledges the receipt by it, or its designees, of such Certificates in authorized
denominations, evidencing beneficial ownership of their respective portion of the Grantor Trust.






    	 	 
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Section 2.05        
Creation of the Grantor Trust. The portions of the Trust Fund consisting of (i) the Class S Specific Grantor Trust Assets,
undivided beneficial ownership of which will be represented by the Class S Certificates and (ii) the Class VRR Specific Grantor Trust
Assets, undivided beneficial ownership of which will be represented by the Class VRR Certificates shall be treated as a grantor trust
within the meaning of subpart E, part I of subchapter J of the Code.


 


[End of Article II]


Article III



ADMINISTRATION AND

SERVICING OF THE TRUST FUND


Section 3.01         The
Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans, the
Serviced Companion Loans and REO Properties. (a) Each of the Master Servicer and Special Servicer shall diligently
service and administer the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loans and the
REO Properties (other than any REO Property related to a Non-Serviced Mortgage Loan) it is obligated to service in accordance with
applicable law, this Agreement and the Mortgage Loan documents and, in the case of a Serviced Whole Loan, the related Intercreditor
Agreement on behalf of the Trust and in the best interests of and for the benefit of the Certificateholders and, in the case of the
Serviced Companion Loans, the Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests), as a collective
whole, taking into account the subordinate or pari passu nature of such Companion Loans, as applicable (as determined by the
Master Servicer or Special Servicer, as the case may be, in its reasonable judgment), in accordance with applicable law, the terms
of this Agreement (and, with respect to each Serviced Whole Loan or any Mortgage Loan with related mezzanine debt, the related
Intercreditor Agreement) and the terms of the respective Mortgage Loans and, if applicable, the related Companion Loan(s), taking
into account the subordinate or pari passu nature of the Companion Loan(s), as applicable. With respect to each Serviced
Whole Loan, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the related Intercreditor
Agreement shall control; provided that in no event shall the Master Servicer or the Special Servicer, as the case may be,
take any action or omit to take any action in accordance with the terms of any Intercreditor Agreement that would cause the Master
Servicer or the 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 Serviced Companion Loans in accordance with the higher of the following standards of care:
(1) in the same manner in which, and with the same care, skill, prudence and diligence with which the Master Servicer or the
Special Servicer, as the case may be, services and administers similar mortgage loans for other third party portfolios and
(2) the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be,
services and administers similar mortgage loans owned by the Master Servicer or the Special Servicer, as the case may be, with a
view to (A) the timely recovery of all payments of principal and interest under the Mortgage Loans or Serviced Whole Loans or
(B) in the case of a Specially Serviced 



    	 	 
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Loan or an REO Property, maximization of recovery of principal and interest on a net
present value basis on such Mortgage Loans and any related Serviced Companion Loans, and the best interests of the Trust and the
Certificateholders (as a collective whole as if such Certificateholders constituted a single lender) (and in the case of any Whole
Loan, the best interests of the Trust, the Certificateholders and any related Companion Holder (as a collective whole as if such
Certificateholders and the holder or holders of the related Companion Loan(s) constituted a single lender), taking into account the
subordinate or pari passu nature of the related Companion Loan(s), as applicable), as determined by the Master Servicer or
the Special Servicer, as the case may be, in its reasonable judgment, in either case giving due consideration to the customary and
usual standards of practice of prudent, institutional commercial, multifamily and manufactured housing community mortgage loan
servicers, but without regard to any conflict of interest arising from: (i) any relationship that the Master Servicer, the
Special Servicer or any Affiliate of the Master Servicer or the Special Servicer may have with any Mortgagor or any Affiliate of
such Mortgagor, any Mortgage Loan Seller, the originators, any Sponsor, or any other parties to this Agreement; (ii) the
ownership of any Certificate, Companion Loan, mezzanine loan, or subordinate debt relating to a Mortgage Loan by the Master
Servicer, the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer, as applicable; (iii) the
obligation, if any, of the Master Servicer to make Advances; (iv) the right of the Master Servicer’s or the Special
Servicer’s, as the case may be, or any of its Affiliates to receive compensation for its services and reimbursement for its
costs hereunder or with respect to any particular transaction; (v) the ownership, servicing or management for others of (a)
any Non-Serviced Mortgage Loan and any Non-Serviced Companion Loan or (b) any other mortgage loans, subordinate debt, mezzanine
loans or properties not covered by this Agreement or held by the Trust by the Master Servicer or the Special Servicer, as the case
may be, or any of its Affiliates; (vi) any debt that the Master Servicer or the Special Servicer, as the case may be, or any
of its Affiliates, has extended to any Mortgagor or an Affiliate of any Mortgagor (including, without limitation, any mezzanine
financing); (vii) any option to purchase any Mortgage Loan or the related Companion Loan(s) the Master Servicer or the
Special Servicer, as the case may be, or any of its Affiliates, may have; and (viii) any obligation of the Master Servicer or
the Special Servicer, or any of their respective Affiliates, to repurchase or substitute for a Mortgage Loan as a Mortgage Loan
Seller (if the Master Servicer or the Special Servicer or one of their respective Affiliates is a Mortgage Loan Seller) (the
foregoing, collectively referred to as the “Servicing Standard”).


The Master Servicer and the
Special Servicer shall act in accordance with the Servicing Standard with respect to any action required to be taken regarding the Non-Serviced
Mortgage Loans pursuant to their obligations under this Agreement.


Without limiting the
foregoing, subject to Section 3.19, the Special Servicer shall be obligated to service and administer (i) any
Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which a Servicing
Transfer Event has occurred and is continuing (each, a “Specially Serviced Loan”) or as otherwise provided herein
with respect to any Mortgage Loans (other than the Non-Serviced Mortgage Loans) or any related Serviced Companion Loans as to which
a Servicing Transfer Event has not occurred (each, a “Non-Specially Serviced Loan”) in connection with any Major
Decision or Special Servicer Decision and (ii) any REO Properties (other than the Non-Serviced Mortgaged Properties); provided
that the Master Servicer shall continue to receive payments and make all 



    	 	 
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calculations, and prepare, or cause to be prepared, all
reports, required hereunder with respect to the Specially Serviced Loans, except for the reports specified herein as prepared by the
Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans)
as if no REO Acquisition had occurred, and to render such services with respect to such Specially Serviced Loans and REO Properties
as are specifically provided for herein; provided, further, however, that the Master Servicer shall not be
liable for failure to comply with such duties insofar as such failure results from a failure of the Special Servicer to provide
sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with
its obligations hereunder. The Master Servicer, in its capacity as Master Servicer, shall not have any responsibility for the
performance by the Special Servicer, in its capacity as Special Servicer, of its duties under this Agreement. The Special Servicer,
in its capacity as Special Servicer, shall not have any responsibility for the performance by the Master Servicer, in its capacity
as Master Servicer, of its duties under this Agreement. Each Mortgage Loan or any related Serviced Companion Loan that becomes a
Specially Serviced Loan shall continue as such until satisfaction of the conditions specified in Section 3.19(a).
Without limiting the foregoing, subject to (i) the processing of any Major Decision or Special Servicer Decision (other than the
Special Servicer Decisions specified in subclause (i) or (ii) of clause (ix) of the definition of “Special
Servicer Decision”) by the Special Servicer or, the processing by the Master Servicer of the Special Servicer Decisions
specified in subclause (i) or (ii) of clause (ix) of the definition of “Special Servicer Decision” (but
subject to the Special Servicer’s consent), or if mutually agreed to by the Master Servicer and the Special Servicer, the
processing by the Master Servicer of any Major Decision or other Special Servicer Decision, the Master Servicer in accordance with
the terms of this Agreement, and (ii) Section 3.19, the Master Servicer shall be obligated to service and administer
any Non-Specially Serviced Loan or related Serviced Companion Loan. The Special Servicer shall make the property inspections, use
its reasonable efforts to collect the financial statements, budgets, operating statements and rent rolls and forward to the Master
Servicer the reports in respect of the related Mortgaged Properties with respect to Specially Serviced Loans in accordance with Section 3.12.
After notification to the Master Servicer, the Special Servicer may contact the Mortgagor of any Non-Specially Serviced Loan if
efforts by the Master Servicer to collect required financial information have been unsuccessful or any other issues remain
unresolved. Such contact shall be coordinated through and with the cooperation of the Master Servicer. No provision herein contained
shall be construed as an express or implied guarantee by the Master Servicer or the Special Servicer of the collectability or
recoverability of payments on the Mortgage Loans or any related Serviced Companion Loan or be construed to impair or adversely
affect any rights or benefits provided by this Agreement to the Master Servicer or the Special Servicer (including with respect to
Servicing Fees, Special Servicing Fees or the right to be reimbursed for Advances and interest accrued thereon). Any provision in
this Agreement for any Advance by the Master Servicer or the Trustee is intended solely to provide liquidity for the benefit of the
Certificateholders and not as credit support or otherwise to impose on any such Person the risk of loss with respect to one or more
of the Mortgage Loans or any related Serviced Companion Loans. No provision hereof shall be construed to impose liability on the
Master Servicer or the Special Servicer for the reason that any recovery to the Certificateholders in respect of a Mortgage Loan at
any time after a determination of present value recovery is less than the amount reflected in such determination.






    	 	 
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(b)               Subject
only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08) and of
the respective Mortgage Loans, any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable, and
applicable law, the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, in the case
of the Master Servicer, subject to Section 3.20, through one or more Sub-Servicers, to do or cause to be done any
and all things in connection with such servicing and administration for which it is responsible which it may deem necessary or
desirable. Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name
(or in the name of the Trustee and, if applicable, the related Serviced Companion Noteholder), is hereby authorized and empowered by
the Trustee to execute and deliver, on behalf of the Certificateholders (and, with respect to a Serviced Companion Loan, the related
Serviced Companion Noteholder) and the Trustee or any of them, with respect to each Mortgage Loan and any related Serviced Companion
Loan (and, if applicable, each REO Property), it is obligated to service under this Agreement: (i) any and all financing
statements, continuation statements and other documents or instruments necessary to maintain the lien created by the related
Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral, and
shall, from time to time, execute and/or deliver such financing statements, continuation statements and other documents or
instruments as necessary to maintain the lien created by the related Mortgage or other security document in the related Mortgage
File on the related Mortgaged Property and related collateral; (ii) subject to Sections 3.08, 3.18 and 6.08,
any and all modifications, waivers, amendments or consents to, under or with respect to any documents contained in the related
Mortgage File; (iii) any and all instruments of satisfaction or cancellation, pledge agreements and other documents in
connection with a defeasance, or of partial or full release or discharge, and all other comparable instruments; and (iv) any
or all complaints or other pleadings to initiate and/or to terminate any action, suit or proceeding on behalf of the Trust (in their
representative capacities (except as set forth below in this paragraph). The Master Servicer (with respect to Non-Specially Serviced
Loans) and the Special Servicer (with respect to Specially Serviced Loans) shall provide to the Mortgagor related to such Mortgage
Loans that it is servicing any reports required to be provided to them pursuant to the related Mortgage Loan documents. Subject to Section 3.10,
the Trustee shall (i) on the Closing Date, furnish to the Master Servicer and the Special Servicer original powers of
attorney in the form of Exhibit R-1 or Exhibit R-2 attached hereto, as applicable (or such other form as
mutually agreed to by the Trustee and the Master Servicer or the Special Servicer, as applicable) and (ii) upon request,
furnish, or cause to be furnished, to the Master Servicer or the Special Servicer any powers of attorney in the form of Exhibit R-1
or Exhibit R-2 attached hereto, as applicable (or such other form as mutually agreed to by the Trustee and the Master
Servicer or the Special Servicer, as applicable) and other documents necessary or appropriate to enable the Master Servicer or the
Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided, however,
that the Trustee shall not be held responsible or liable for any acts of the Master Servicer or the Special Servicer, or for any
negligence with respect to, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding
anything contained herein to the contrary, the Master Servicer or the Special Servicer, as the case may be, shall not, without the
Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without
indicating the Master Servicer’s or the Special Servicer’s, as the case may be, representative capacity (unless
prohibited by any requirement of the applicable jurisdiction in 



    	 	 
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which any such action, suit or proceeding is brought and if so
prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or Special Servicer, as
applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or
proceeding (or such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as
applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be
required to obtain the Trustee’s consent or indicate the Master Servicer’s or Special Servicer’s, as applicable,
representative capacity)) or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be
required to be registered to do business in any state.


(c)              
To the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion Loan documents
(including any related Intercreditor Agreement) to exercise its discretion with respect to any action that requires Rating Agency Confirmation
from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25), the Master Servicer shall require the costs of such Rating Agency
Confirmation to be borne by the related Mortgagor. To the extent the terms of the related Mortgage Loan documents or Companion Loan documents
(including any related Intercreditor Agreement) require the Mortgagor to bear the costs of any Rating Agency Confirmation or confirmation
of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25), the Master Servicer shall not waive the requirement that such costs and expenses be borne by the related Mortgagor.
To the extent that the terms of the related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement)
are silent as to who bears the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan
Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall use reasonable efforts to have the Mortgagor bear such costs and expenses. The Master Servicer shall not be responsible for the
payment of such costs and expenses out of pocket other than as a Servicing Advance.


(d)                The
relationship of each of the Master Servicer and the Special Servicer to the Trustee under this Agreement is intended by the parties to
be that of an independent contractor and not that of a joint venturer, partner or agent.


(e)              
 The Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan documents,
and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.






    	 	 
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(f)                  Within
sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after the later of
(i) the receipt thereof by the Master Servicer and (ii) the Closing Date, (x) the applicable Mortgage Loan
Seller pursuant to the Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit for each Mortgage Loan (other
than any Non-Serviced Mortgage Loan) identified as having a letter of credit on the Mortgage Loan Schedule, that the Master Servicer
(in care of the Trustee, as titled in Section 2.01(b)) for the benefit of the Certificateholders and any related Companion
Holders shall be the beneficiary under each such letter of credit and (y) the Master Servicer shall notify each lessor under a
Ground Lease for each Mortgage Loan identified as subject to a leasehold interest on the Mortgage Loan Schedule, that the Trust is the
leasehold mortgagee, that any notices of default under such Ground Lease that are required to be delivered to the leasehold mortgagee
pursuant to the terms of such Ground Lease shall be delivered to the Master Servicer (who shall forward such notices to the Special Servicer)
and that the Master Servicer or the Special Servicer shall service the related Mortgage Loan for the benefit of the Certificateholders.
If a letter of credit is required to be drawn upon earlier than the date the applicable Mortgage Loan Seller has notified the provider
of such letter of credit pursuant to clause (x) of the immediately preceding sentence, such Mortgage Loan Seller shall
cooperate with the reasonable requests of the Master Servicer or Special Servicer in connection with making a draw under such letter
of credit. If the Mortgage Loan documents do not require the related Mortgagor to pay any costs and expenses relating to any modifications
to or assignment of the related letter of credit, then the applicable Mortgage Loan Seller shall pay such costs and expenses as and to
the extent required under the applicable Mortgage Loan Purchase Agreement. If the Mortgage Loan documents require the related Mortgagor
to pay any costs and expenses relating to any modifications to the related letter of credit, and such Mortgagor fails to pay such costs
and expenses after the Master Servicer has exercised reasonable efforts to collect such costs and expenses from such Mortgagor, then
the Master Servicer shall give the applicable Mortgage Loan Seller notice of such failure and the amount of costs and expenses, and such
Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under the applicable Mortgage Loan Purchase Agreement.
The costs and expenses of any modifications to Ground Leases shall be paid by the related Mortgagor. Neither the Master Servicer nor
the Special Servicer shall have any liability for the failure of any Mortgage Loan Seller to perform its obligations under the related
Mortgage Loan Purchase Agreement.


The Master Servicer acknowledges
that any letter of credit held by it shall be held in its capacity as Master Servicer of the Trust. If the Master Servicer sells its rights
to service the applicable Mortgage Loan, the Master Servicer shall assign the applicable letter of credit (i) to the Trust at the expense
of the Master Servicer (which the Master Servicer may recover from the Mortgagor if permitted by the related Mortgage Loan documents)
or (ii) with respect to any Specially Serviced Loan at the direction of the Special Servicer to such party as the Special Servicer may
instruct at the expense of the Trust. Subject to Section 6.04, the Master Servicer or the Special Servicer (solely with respect
to clause (ii) of the prior sentence) shall indemnify the Trust for any loss caused by the ineffectiveness of such assignment as a result
of the Master Servicer’s or the Special Servicer’s, as applicable, negligence.


(g)                Notwithstanding anything herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make an
Advance with respect to any Companion Loan 



    	 	 
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to the extent the related Serviced Mortgage Loan has been paid in full or is no longer included
in the Trust Fund.


(h)                Servicing
and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related Intercreditor Agreement
for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust Fund or for such longer period
as is contemplated by the related Intercreditor Agreement and as any amounts payable by the related Companion Holder to or for the benefit
of the Trust or any party hereto, or payable to the related Companion Holder, in accordance with the related Intercreditor Agreement
remain due and owing.


(i)                
The Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or Serviced
Whole Loan, that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section 3.19,
use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent the Special
Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to any such Intercreditor
Agreement. The costs and expenses incurred by the Special Servicer in connection with such enforcement shall be paid as a Trust Fund expense
or, subject to the terms of the applicable Intercreditor Agreement, (i) with respect to any Serviced Pari Passu Whole Loan,
pro rata and pari passu, by the Trust and the related Serviced Pari Passu Companion Loan(s), in accordance with the respective
Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) or (ii) with
respect to any Serviced AB Whole Loan, first, by the related AB Subordinate Companion Loan and then, pro rata and
pari passu, by the Trust and the related Serviced Pari Passu Companion Loan (if any), in accordance with the respective Stated
Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s).


(j)                 Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under the related
Intercreditor Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not with respect to
making Advances) even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time as a separate
servicing agreement is entered into in accordance with the related Intercreditor Agreement (it being acknowledged that neither the
Master Servicer nor the Special Servicer shall be obligated under a separate agreement to which it is not a party); provided
that, other than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with respect to
claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses (including, without limitation, costs and expenses of litigation and of enforcement of such indemnity, and of
investigation, counsel fees, damages, judgments and amounts paid in settlement) incurred in connection with a legal claim or action
resulting from an action or inaction taken or not taken while the related Serviced Mortgage Loan was part of the Trust Fund), no
costs, expenses, losses or fees accruing with respect to such Serviced Whole Loan on and after the date the related Serviced
Mortgage Loan is no longer part of the Trust Fund shall be payable out of the Trust Fund and the Master Servicer shall have no
obligation to make any Advance on or after the date such Serviced Mortgage Loan ceases to be part of the Trust Fund; provided, further, however,
that if, in the case of any Serviced Whole Loan, the related Serviced Companion Loans continue to be included in Other



    	 	 
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Securitizations, then for so long as a separate servicing agreement (pursuant to the related Intercreditor Agreement) has not
been entered into, the Master Servicer shall inform the related Other Servicer of any need to make Servicing Advances with respect to
a Serviced Whole Loan within three (3) Business Days of determining that such an Advance is necessary or being notified that such an Advance
is necessary, or in the case of a Servicing Advance that needs to be made on an emergency or urgent basis, within one (1) Business Day.
With respect to Servicing Advances made by any Other Servicer as contemplated in the second proviso to the preceding sentence, the Master
Servicer shall, from collections on the related Serviced Whole Loan (but never out of general collections on the Mortgage Loans and REO
Properties) received by the Master Servicer, reimburse the Other Servicer for such Servicing Advances in the same manner and on the same
level of priority as if such Servicing Advances had been made by the Master Servicer hereunder.


(k)              
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and
the Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s
authority with respect to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related Non-Serviced Intercreditor
Agreement and the rights of the related Non-Serviced Master Servicer and Non-Serviced Special Servicer with respect thereto under
the related Non-Serviced PSA. The Master Servicer shall use reasonable efforts consistent with the Servicing Standards to enforce the
rights of the Trustee (as holder of a Non-Serviced Mortgage Loan) under the related Non-Serviced Intercreditor Agreement and Non-Serviced
PSA.


(l)                
The parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Non-Serviced
Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement, (i) the related
Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer and Non-Serviced
Special Servicer in accordance with the related Non-Serviced PSA, and (ii) in the event that (A) the related Non-Serviced
Companion Loan is no longer part of the Trust Fund created by the related Non-Serviced PSA and (B) the related 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



    	 	 
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between this Agreement and the related Intercreditor Agreement, the provisions of the related Intercreditor Agreement shall control.


(n)                Subject
to Section 11.15 of this Agreement, in connection with the securitization of any of the Serviced Pari Passu Companion Loans,
each of the Master Servicer, the Special Servicer (if such Serviced Companion Loan is a Specially Serviced Loan) and the Trustee, as
applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor
to provide information relating to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary
or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.


(o)                For
the avoidance of doubt, none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee have any obligation
or authority to (a) supervise any related Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate Administrator
or Non-Serviced Trustee or (b) make Servicing Advances with respect to any Non-Serviced Whole Loan. The obligation of the Master Servicer
to provide information and collections and make P&I Advances to the Certificate Administrator for the benefit of the Certificateholders
with respect to each Non-Serviced Mortgage Loan is dependent on its receipt of the corresponding information and/or collections from
the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer.


(p)                Nothing
contained in this Agreement shall limit the ability of the Master Servicer or the Special Servicer to lend money to (to the extent not
secured, in whole or in part, by any Mortgaged Property), accept deposits from or otherwise generally engage in any kind of business
or dealings with any Mortgagor as though the Master Servicer or the Special Servicer was not a party to this Agreement or to the transactions
contemplated hereby; provided that this sentence shall not be construed to modify or supersede the Servicing Standard.


Section 3.02        Collection
of Mortgage Loan Payments. (a)  Each of the Master Servicer and the Special Servicer shall make reasonable efforts
to collect all payments called for under the terms and provisions of the Mortgage Loans (other than the Non-Serviced Mortgage Loans)
and the Serviced Companion Loans it is obligated to service hereunder, and shall follow such collection procedures as are consistent
with this Agreement (including, without limitation, the Servicing Standard); provided that with respect to each ARD Loan, so
long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and
the Special Servicer shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment
of Excess Interest, other than requests for collection, until the Maturity Date of the related ARD Loan or until the outstanding
principal balance of such ARD Loan (exclusive of any portion representing accrued Excess Interest) has been paid in full; provided, further that
the Master Servicer or 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 



    	 	 
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connection with any delinquent payment on a Mortgage Loan
or Serviced Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers,
no Advance or additional expense of the Trust has been incurred and remains unreimbursed to the Trust with respect to such Mortgage
Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject
to the Servicing Standard, only after the Master Servicer or Special Servicer, as applicable, has, prior to the occurrence of a
Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence
and continuance of a Control Termination Event, the Directing Certificateholder has consented to such additional waiver
(provided that if the Master Servicer or Special Servicer, as applicable, fails to receive a response to such notice from the
Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be
deemed to have consented to such proposed waiver); provided, further, that after the occurrence and during the
continuance of a Control Termination Event, the Master Servicer or Special Servicer, as applicable, subject to Section 3.11,
may waive any Penalty Charge in accordance with the Servicing Standard without the consent of the Directing Certificateholder; provided, further,
that the Directing Certificateholder shall have no consent or consultation rights with respect to any Excluded Loan with respect to
the foregoing waivers.


(b)              
(i)  All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due
and owing under the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express provisions
of the Mortgage Loan documents (including any related Intercreditor Agreement); provided, however, that absent express provisions
in the related Mortgage Loan documents (including any related Intercreditor Agreement) or to the extent otherwise agreed to by the related
Mortgagor in connection with a workout of a Mortgage Loan, all amounts collected by or on behalf of the Trust in respect of a Mortgage
Loan in the form of payments from the related Mortgagor, Liquidation Proceeds or Insurance and Condemnation Proceeds under the Mortgage
Loan (in the case of each Serviced Whole Loan, exclusive of any amounts payable to the holder or holders of the related Companion Loan(s)
pursuant to the related Intercreditor Agreement) shall be applied in the following order of priority:


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 Aggregate
Principal Distribution Amount);


third,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery of accrued and
unpaid interest on such Mortgage Loan to the extent of the excess of (i) accrued and unpaid interest (exclusive of default interest
and Excess Interest) on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the
applicable mortgage interest accrual period, over (ii) after taking 



    	 	 
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into account any allocations pursuant to clause fifth
below on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (i) of this clause third that
either (A) (x) was not advanced because of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan
that have occurred in connection with related Appraisal Reduction Amounts or (y) with respect to any accrued and unpaid interest
that was not advanced due to a determination that the related P&I Advance would be a Nonrecoverable Advance, the amount of
interest that (absent such determination of nonrecoverability preventing such P&I Advance from being made) would not have been
advanced because of the reductions in the amount of related P&I Advances for such Mortgage Loan that would have occurred in
connection with the related Appraisal Reduction Amounts or (B) accrued at the related Net Mortgage Rate on the portion of the Stated
Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to
which no P&I Advance was made;


fourth, to
the extent not previously so allocated pursuant to clause first or second above, as a recovery of principal of such Mortgage
Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if the Mortgage
Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);


fifth, as
a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the reductions
(if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction
Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such P&I Advance not having been made
as a result of a determination by the master servicer that such P&I Advance would have been a Nonrecoverable Advance, plus (B) any
unpaid interest (exclusive of default interest and Excess Interest) that accrued at the related Net Mortgage Rate on the portion of the
Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to
which no P&I Advance was made (to the extent 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;






    	 	 
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tenth, as
a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;


eleventh,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal and unpaid Excess
Interest (if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated
to Operating Advisor Consulting Fees);


twelfth, as
a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance; and


thirteenth,
in the case of an ARD Loan after the Anticipated Repayment Date, any accrued but unpaid Excess Interest;


provided that to the extent required
under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s rights under the related Mortgage
Loan documents) with respect to any partial release of a Mortgaged Property (including in connection with a condemnation) at a time when
the LTV Ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable, exceeds 125%, or would exceed 125% following any partial
release (based solely on the value of real property and excluding personal property and going concern value, if any, unless otherwise
permitted under the applicable REMIC rules as evidenced by an opinion of counsel provided to the Trustee) may be required to be collected
and allocated to reduce the principal balance of the Mortgage Loan or Serviced Whole Loan in the manner required by the REMIC Provisions;
provided, further, that if a Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan comprising a
Non-Serviced Whole Loan become REO Loans, the treatment of the foregoing amounts with respect to such Non-Serviced Whole Loan
shall be subject to the terms of the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA, in that order; provided,
further, that with respect to each Mortgage Loan related to a Serviced Whole Loan, amounts collected with respect to the related
Serviced Whole Loan shall be allocated first pursuant to the terms of the related Intercreditor Agreement and then, any amounts allocated
to the related Serviced Mortgage Loan shall be subject to application as described above.


(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 any Serviced
Whole Loan, exclusive of any amounts payable to the holder or holders of the related Companion Loan(s), as applicable, pursuant to the
related Intercreditor Agreement) shall be applied in the following order of priority:


first, as
a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage Loan
and interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid additional trust fund expenses of the
Trust with respect to such Mortgage Loan;


second, as
a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent previously
paid or 



    	 	 
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reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition of Aggregate
Principal Distribution Amount);


third, to
the extent not previously so allocated pursuant to clause first or second above, as a recovery of accrued and unpaid interest
on such Mortgage Loan to the extent of the excess of (i) accrued and unpaid interest (exclusive of Default Interest and Excess Interest)
on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable mortgage interest accrual
period, over (ii) after taking into account any allocations pursuant to clause fifth below or clause fifth of the prior
paragraph on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (i) of this clause third
that either (A) (x) was not advanced because of the reductions (if any) in the amount of related P&I Advances for such Mortgage
Loan that have occurred in connection with related Appraisal Reduction Amounts or (y) with respect to any accrued and unpaid interest
that was not advanced due to a determination that the related P&I Advance would be a Nonrecoverable Advance, the amount of interest
that (absent such determination of nonrecoverability preventing such P&I Advance from being made) would not have been advanced because
of the reductions in the amount of P&I Advances for such Mortgage Loan that would have occurred in connection with related Appraisal
Reduction Amounts, or (B) accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan
equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made;


fourth, to
the extent not previously so allocated pursuant to clause first or second above, as a recovery of principal of such Mortgage
Loan to the extent of its entire unpaid principal balance;


fifth, as
a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the reductions
(if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction
Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such P&I Advance not having been made
as a result of a determination by the Master Servicer that such P&I Advance would have been a Nonrecoverable Advance, plus (B) any
unpaid interest (exclusive of default interest and Excess Interest) that accrued at the related Net Mortgage Rate on the portion of the
Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to
which no P&I Advance was made (to the extent 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;




    	 	 
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eighth, as
a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;


ninth, as
a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal and other than, if applicable,
accrued and unpaid Excess Interest (if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated
to consent fees and then, allocated to Operating Advisor Consulting Fees); and


tenth, in
the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


provided that if a Non-Serviced Mortgage
Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes an REO Loan, the treatment of the foregoing
amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced Intercreditor Agreement
and Non-Serviced PSA, in that order; provided, further, that with respect to each Mortgage Loan related to a Serviced Whole
Loan, amounts collected with respect to the related Serviced Whole Loan shall be allocated first pursuant to the terms of the related
Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan shall be subject to application as described
above.


(iii)               Notwithstanding
clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority of distributions of payments
pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party other than a Mortgagor, such amounts
shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case of Insurance and Condemnation
Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion Loan(s), as applicable, in accordance
with Section 3.02(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) above.


(d)               In
the event that the Master Servicer or Special Servicer receives Excess Interest prior to the Determination Date for any Collection Period,
or receives notice from the related Mortgagor that the Master Servicer or Special Servicer will be receiving Excess Interest prior to
the Determination Date for any Collection Period, the Special Servicer shall notify the Master Servicer, if applicable, and the Master
Serivcer shall notify the Trustee and the Certificate Administrator two (2) Business Days prior to the related Distribution Date. None
of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall be responsible for any failure of the
related Mortgagor to pay any such Excess Interest or prepayment penalty.




    	 	 
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The preceding statements shall not, however,
be construed to limit the provisions of Section 3.02(a).


(e)                With
respect to any Mortgage Loan in connection with which the Mortgagor was required to escrow funds or to post a letter of credit related
to obtaining certain performance objectives described in the applicable Mortgage Loan documents, the Master Servicer shall, to the extent
consistent with the Servicing Standard, hold such escrows, letters of credit and proceeds thereof as additional collateral and not apply
such items to reduce the principal balance of such Mortgage Loan or Serviced Companion Loan(s), unless otherwise required to do so pursuant
to the applicable Mortgage Loan documents, applicable law or court order.


(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.


Section 3.03       
Collection of Taxes, Assessments and Similar Items; Servicing Accounts. (a)  The Master Servicer shall establish
and maintain one or more accounts (the “Servicing Accounts”), into which all Escrow Payments received by it shall be
deposited and retained, and shall administer such Servicing Accounts in accordance with the Mortgage Loan documents and, if applicable,
the Companion Loan documents. Any Servicing Account related to a Serviced Whole Loan shall be held for the benefit of the Certificateholders
and the related Serviced Companion Noteholder collectively, but this shall not be construed to modify respective interests of either noteholder
therein as set forth in the related Intercreditor Agreement. Amounts on deposit in Servicing Accounts may only be invested in accordance
with the terms of the related Mortgage Loan documents and Companion Loan documents, as applicable, or in Permitted Investments in accordance
with the provisions of Section 3.06. Servicing Accounts shall be Eligible Accounts to the extent permitted by the terms of
the related Mortgage Loan documents. Withdrawals of amounts so deposited from a Servicing Account may be made only to: (i) effect
payment of items for which Escrow Payments were collected and comparable items; (ii) reimburse the Trustee and then the Master Servicer,
if applicable, for any Servicing Advances; (iii) refund to Mortgagors any sums as may be determined to be overages; (iv) pay
interest to Mortgagors on balances in the Servicing Account, if required by applicable law or the terms of the related Mortgage Loan or
Companion Loan and as described below or, if not so required, to the Master Servicer; (v) after the occurrence of an event of default
under the




    	 	 
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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 terms
of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and Companion Loan(s). Other than with respect to any Non-Serviced
Mortgage Loan, the Master Servicer shall service and administer any reserve accounts (including monitoring, maintaining or changing the
amounts of required escrows) in accordance with the terms of such Mortgage Loan and the related Serviced Companion Loan(s), as applicable,
and the Servicing Standard. To the extent that a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Companion
Loan, as applicable, does not require a Mortgagor to escrow for the payment of real estate taxes, assessments, insurance premiums, ground
rents (if applicable) and similar items, the Special Servicer, in the case of REO Loans, and the Master Servicer, in the case of all other
Mortgage Loans or Companion Loans, as applicable, that it is responsible for servicing hereunder, shall use reasonable efforts consistent
with the Servicing Standard to cause the Mortgagor to comply with its obligation to make payments in respect of such items at the time
they first become due and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged
Property for nonpayment of such items.


(c)              
In accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each
Serviced Whole Loan, as applicable, the Master Servicer shall advance all such funds as are necessary for the purpose of effecting the




    	 	 
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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 Advances; provided that
in an urgent or emergency situation requiring the making of a Servicing Advance, the Special Servicer may make a Servicing Advance in
its sole discretion. The Special Servicer shall deliver to the Master Servicer a request for reimbursement for such Servicing Advance,
along with all information and documentation in the Special Servicer’s possession regarding the subject Servicing Advance as the
Master Servicer may reasonably request, and the Master Servicer shall be obligated, out of the Master Servicer’s own funds, to reimburse
the Special Servicer for any unreimbursed Servicing Advances (other than Nonrecoverable Servicing Advances) made by the Special Servicer
pursuant to the terms hereof, together with interest thereon at the Reimbursement Rate from the date made to, but not including, the date
of reimbursement. Such reimbursement and any accompanying payment of interest shall be made within five (5) Business Days of the written
request therefor pursuant to the preceding sentence by wire transfer of immediately available funds to an account designated in writing
by the Special Servicer. Upon the Master Servicer’s reimbursement to the Special Servicer of any Servicing Advance and payment to
the Special Servicer of interest thereon, all in accordance with this Section 3.03, the Master Servicer shall for all purposes
of this Agreement be deemed to have made such Servicing Advance at the same time as the Special Servicer actually made such Servicing
Advance, and accordingly, the Master Servicer shall be entitled to be reimbursed for such Servicing Advance, together with interest thereon
at the Reimbursement Rate, at the same time, in the same manner and to the same extent as the Master Servicer would otherwise have been
entitled if it had actually made such Servicing Advance at the time the Special Servicer did. Notwithstanding the foregoing provisions
of this Section 3.03(c), the Master Servicer shall not be required to reimburse the Special Servicer out of its own funds
for, or to make at the direction of the Special Servicer, any Servicing Advance if the Master Servicer determines in its reasonable judgment
that such




    	 	 
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Servicing Advance, although not characterized
by the Special Servicer as a Nonrecoverable Servicing Advance, is in fact a Nonrecoverable Servicing Advance. The Master Servicer shall
notify the Special Servicer in writing of such determination and, if applicable, such Nonrecoverable Servicing Advance shall instead be
reimbursed to the Special Servicer pursuant to Section 3.05 of this Agreement.


Any request by the Special
Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the Special Servicer that such requested
Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall be entitled to conclusively rely on such determination,
provided that the determination shall not be binding on the Master Servicer or Trustee. On the first Business Day after the Determination
Date for the related Distribution Date, the Special Servicer shall report to the Master Servicer if the Special Servicer determines any
Servicing Advance previously made by the Master Servicer with respect to a Specially Serviced Loan or REO Loan is a Nonrecoverable Servicing
Advance. The Master Servicer shall be entitled to conclusively rely on such a determination, but such determination shall not be binding
upon the Master Servicer, and shall in no way limit the ability of the Master Servicer in the absence of such determination to make its
own determination that any Advance is a Nonrecoverable Advance. If the Special Servicer makes a determination that only a portion of,
and not all of, any previously made or proposed Servicing Advance is a Nonrecoverable Advance, the Master Servicer shall have the right
to make its own subsequent determination that any remaining portion of any such previously made or proposed Servicing Advance is a Nonrecoverable
Advance. All such Advances shall be reimbursable in the first instance from related collections from the Mortgagors and further as provided
in Section 3.05(a). No costs incurred by the Master Servicer or the Special Servicer in effecting the payment of real estate
taxes, assessments and, if applicable, ground rents on or in respect of the Mortgaged Properties shall, for purposes hereof, including,
without limitation, the Certificate Administrator’s calculation of monthly distributions to Certificateholders, be added to the
unpaid principal balances of the related Mortgage Loans or any related Serviced Companion Loan, if applicable, notwithstanding that the
terms of such Mortgage Loans or related Serviced Companion Loan, if applicable, so permit. If the Master Servicer fails to make any required
Servicing Advance as and when due (including any applicable cure periods), to the extent the Trustee has actual knowledge of such failure,
the Trustee shall make such Servicing Advance pursuant to Section 7.05. Notwithstanding anything herein to the contrary, no Servicing
Advance shall be required hereunder if such Servicing Advance would, if made, constitute a Nonrecoverable Servicing Advance. In addition,
the Master Servicer shall consider Unliquidated Advances in respect of prior Servicing Advances for purposes of nonrecoverability determinations.
The Special Servicer shall have no obligation to make any Servicing Advances under this Agreement.


Notwithstanding anything
to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect (but shall not
be required unless directed by the Special Servicer with respect to Specially Serviced Loans and REO Loans) to make a payment from amounts
on deposit in the Collection Account (or any Companion Distribution Account maintained as a subaccount thereof by a Companion Paying Agent,
if applicable) (which shall be deemed first made from amounts distributable as principal and then from all other amounts
comprising general collections) to pay for certain expenses set forth below notwithstanding that the Master Servicer (or Special Servicer,
as applicable) has determined that




    	 	 
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a Servicing Advance with respect to such expenditure
would be a Nonrecoverable Servicing Advance (unless, with respect to Specially Serviced Loans or REO Loans, the Special Servicer has notified
the Master Servicer to not make such expenditure), where making such expenditure would prevent (i) the related Mortgaged Property
from being uninsured or being sold at a tax sale or (ii) any event that would cause a loss of the priority of the lien of the related
Mortgage, or the loss of any security for the related Mortgage Loan or Serviced Companion Loan(s); provided that in each instance,
the Master Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing Standard (as evidenced by an Officer’s
Certificate delivered to the Trustee) that making such expenditure is in the best interest of the Certificateholders (and, if applicable,
the Companion Holders), all as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loans,
as applicable). The Master Servicer or Trustee may elect to obtain reimbursement of Nonrecoverable Servicing Advances from the Trust pursuant
to the terms of Section 3.17(c). The parties acknowledge that pursuant to the applicable Non-Serviced PSA, the applicable
Non-Serviced Master Servicer is obligated to make servicing advances with respect to the related Non-Serviced Whole Loan. The
applicable Non-Serviced Master Servicer shall be entitled to reimbursement for Nonrecoverable Servicing Advances with respect to such
Non-Serviced Whole Loan (with, in each case, any accrued and unpaid interest thereon provided for under the applicable Non-Serviced
PSA) in the manner set forth in the applicable Non-Serviced PSA and the applicable Non-Serviced Intercreditor Agreement.


(d)              
In connection with its recovery of any Servicing Advance out of the Collection Account (or any Companion Distribution Account maintained
as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the Trustee, the Special
Servicer and then the Master Servicer, as the case may be and in that order, shall be entitled to receive, out of any amounts then on
deposit in the Collection Account interest at the Reimbursement Rate in effect from time to time, accrued on the amount of such Servicing
Advance from the date made to, but not including, the date of reimbursement. Subject to Section 3.17(c), the Master Servicer
shall reimburse itself, the Special Servicer or the Trustee, as the case may be, for any outstanding Servicing Advance as soon as practically
possible after funds available for such purpose are deposited in the Collection Account (or any Companion Distribution Account maintained
as a subaccount thereof by the Companion Paying Agent, if applicable) subject to the Master Servicer’s or the Trustee’s options
and rights to defer recovery of such amounts as provided herein; provided, however, that such Master Servicer’s or
Trustee’s options and rights to defer recovery of such amounts shall not alter the Master Servicer’s obligation to reimburse
the Special Servicer for any outstanding Servicing Advance as provided for in this sentence. To the extent amounts on deposit in the Companion
Distribution Account with respect to the related Companion Loan are insufficient for any such reimbursement, the Master Servicer shall
use efforts in accordance with the Servicing Standard to enforce the rights of the holder of the related Mortgage Loan under the related
Intercreditor Agreement to obtain any reimbursement available from the holder of the related Companion Loan.


(e)                To
the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage Loan (other
than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written confirmation thereof within a reasonable
time after the later of the Closing Date and the date as of which such plan is required to be established or completed. To the extent
any repairs, capital improvements,




    	 	 
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actions or remediations are required to have
been taken or completed pursuant to the terms of the Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer
shall request from the Mortgagor written confirmation of such actions and remediations within a reasonable time after the later of the
Closing Date and the date as of which such action or remediations are required to be or to have been taken or completed. To the extent
a Mortgagor shall fail to promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall report
any such failure to the Special Servicer within a reasonable time after the date as of which such actions or remediations are required
to be or to have been taken or completed.


Section 3.04       
The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion
Distribution Account, the Interest Reserve Account, the Non-VRR Gain-on-Sale Reserve Account, the VRR Gain-on-Sale Reserve Account and
the Excess Interest Distribution. (a)  The Master Servicer shall establish and maintain, or cause to be established and
maintained, a Collection Account in which the Master Servicer shall deposit or cause to be deposited and in no event later than the second
Business Day following receipt of properly identified funds (in the case of payments by Mortgagors or other collections on the Mortgage
Loans or Companion Loans), except as otherwise specifically provided herein, the following payments and collections received or made by
or on behalf of it subsequent to the Cut-off Date (other than in respect of principal and interest on the Mortgage Loans or Companion
Loans due and payable on or before the Cut-off Date, which payments shall be delivered promptly to the appropriate Mortgage Loan Seller
or its respective designee and other than any amounts received from Mortgagors which are received in connection with the purchase of defeasance
collateral), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a period
subsequent thereto:


(i)               
all payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on Serviced
Companion Loans;


(ii)                all
payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including Excess Interest, Prepayment Premiums,
Yield Maintenance Charges and Default Interest;


(iii)              late
payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses of the Trust
(other than Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);


(iv)             all
Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale Proceeds)
received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds that are
received in connection with the purchase by the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling
Class, or the Holders of the Class R Certificates of all the Mortgage Loans and any REO Properties in the Trust Fund and that
are to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01 and (B) any proceeds
that are received in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a securitization by the related
Mortgage Loan Seller, which shall be paid directly to the servicer of such




    	 	 
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securitization) together with any recovery
of Unliquidated Advances in respect of the related Mortgage Loans;


(v)               any
amounts required to be transferred from the REO Account pursuant to Section 3.14(c);


(vi)             any
amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred with
respect to Permitted Investments of funds held in the Collection Account; and


(vii)            any
amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection
with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


Notwithstanding the foregoing
requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer would be authorized
to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be entitled to instead immediately
pay such amount directly to the Person(s) entitled thereto; provided that such amounts shall be applied in accordance with the
terms hereof and shall be reported as if deposited in such Collection Account and then withdrawn.


The foregoing requirements
for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the
foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary statements or demands, assumption
fees, Modification Fees, extension fees, defeasance fees, amounts collected for Mortgagor checks returned for insufficient funds or other
amounts the Master Servicer or the Special Servicer would be entitled to retain as additional servicing compensation need not be deposited
by the Master Servicer in the Collection Account. If the Master Servicer shall deposit in the Collection Account any amount not required
to be deposited therein, it may at any time withdraw such amount from the Collection Account, any provision herein to the contrary notwithstanding.
Assumption, extension and Modification Fees actually received from Mortgagors on Specially Serviced Loans shall be promptly delivered
to the Special Servicer as additional servicing compensation.


Upon receipt of any of the
foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced Loans, the Special Servicer
shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection Account, in accordance with
this Section 3.04(a); provided, that to the extent that any of the foregoing amounts are received after 2:00 p.m. (Eastern
Time) on any given Business Day, the Special Servicer shall use commercially reasonable efforts to remit such amounts within one (1) Business
Day of receipt of such amount, but, in any event, the Special Servicer shall remit such amounts to the Master Servicer within two (2)
Business Days of receipt of such amounts. Any such amounts received by the Special Servicer with respect to an REO Property shall be deposited
by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Collection Account, pursuant to
Section 3.14(c). With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer
shall endorse without recourse or warranty such check to the order of the Master Servicer and shall promptly




    	 	 
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deliver any such check to the Master Servicer
by overnight courier. Funds in the Collection Account may only be invested in Permitted Investments in accordance with the provisions
of Section 3.06. As of the Closing Date, the Collection Account for the Master Servicer shall be located at the offices of
Midland Loan Services, a Division of PNC Bank, National Association. The Master Servicer shall give written notice to the Trustee, the
Special Servicer, the Certificate Administrator and the Depositor of the new location of the Collection Account prior to any change thereof.


For purposes of determining
amounts to be deposited in the Collection Account in respect of the related Mortgage Loan, the Master Servicer shall determine the allocation
of such amounts in accordance with the related Intercreditor Agreement.


(b)                The
Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution Account
and the Interest Reserve Account in trust for the benefit of the Certificateholders (other than the Holders of the Excess Interest Certificates)
(ii) (A) the Non-VRR Gain-on-Sale Reserve Account (if established) for the benefit of the Non-VRR Certificateholders (other than the
Holders of the Class S Certificates) and (B) the VRR Gain-on-Sale Reserve Account (if established) for the benefit of the Class VRR Certificateholders,
(iii)  the Upper-Tier REMIC Distribution Account in trust for the benefit of the Certificateholders (other than the Holders
of the Excess Interest Certificates) and (iv) the Excess Interest Distribution Account in trust for the benefit of the Holders of the
Excess Interest Certificates and the Class VRR Certificates. The Master Servicer shall deliver to the Certificate Administrator each
month on or before the P&I Advance Date therein, for deposit (x) in the Lower-Tier REMIC Distribution Account, that portion of
the Aggregate 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 Aggregate Available Funds) for the related Distribution Date, and (y) in
the Excess Interest Distribution Account all Excess Interest for the related Distribution Date, in each case to the extent on deposit
in the Collection Account after giving effect to withdrawals of funds pursuant to Section 3.05(a)(ii). For the avoidance
of doubt, so long as Computershare Trust Company, National Association is the Certificate Administrator, all funds held in the Distribution
Account, the Interest Reserve Account and the Excess Interest Distribution Account shall remain uninvested.


With respect to each Companion
Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain the Companion Distribution
Account, which may be a subaccount of the Collection Account, for distributions to each Companion Holder, to be held for the benefit of
the related Companion Holder and shall, within two (2) Business Days following the Companion Paying Agent’s receipt of properly
identified and available funds (to the extent consistent with the related Intercreditor Agreement), deposit in the Companion Distribution
Account any and all amounts received by the Companion Paying Agent that are required by the terms of this Agreement or the applicable
Intercreditor Agreement to be deposited therein; provided, however, that the Companion Paying Agent shall separately track
for each Serviced Companion Loan all amounts deposited with respect to such Serviced Companion Loan. The Master Servicer shall deliver
to the Companion Paying Agent each month, on or before the P&I Advance Date therein, for deposit in the Companion Distribution Account,
an aggregate amount of immediately available funds, to the extent received with respect to the related Serviced Whole Loan, to the extent
of available funds, equal to the amount




    	 	 
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to be distributed to the related Companion
Holder pursuant to the terms of this Agreement and the related Intercreditor Agreement. Notwithstanding the preceding, the following provisions
shall apply to remittances relating to the Serviced Companion Loans that have been deposited into an Other Securitization: (1) on each
Serviced Whole Loan Remittance Date, the Master Servicer shall withdraw from the Collection Account (or applicable portion thereof) an
aggregate amount equal to all payments and/or collections actually received on, and payable to, such Serviced Companion Loans prior to
such dates; provided, however, that in no event shall the Master Servicer be required to transfer to the Companion Distribution
Account any portion thereof that is payable or reimbursable to or at the direction of any party to this Agreement under the other provisions
of this Agreement and/or the related Intercreditor Agreement; (2) on each Serviced Whole Loan Remittance Date, the Companion Paying Agent
shall make the payments and remittance described in Section 4.01(m), which payments and remittance shall be made, in each
case, on the Serviced Whole Loan Remittance Date. With respect to any Serviced Whole Loan, in the event the Master Servicer has received
written notice that an Other Servicer or Other Trustee has made an advance of a monthly debt service payment on a related Serviced Pari
Passu Companion Loan and the Master Servicer subsequently has received late collections in respect of such advanced payment, the Master
Servicer shall remit to the applicable Other Servicer or Other Trustee, within two (2) Business Day following receipt of such late collections
in properly identified and available funds, the amount allocable to such Serviced Pari Passu Companion Loan in accordance with the terms
of this Agreement and the related Intercreditor Agreement.


The Lower-Tier REMIC
Distribution Account, the Upper-Tier REMIC Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account
and, if established, the Non-VRR Gain-on-Sale Reserve Account, and the VRR 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), or any Excess Interest is required to be delivered hereunder, the Master Servicer shall not have delivered to the
Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution Account, as
applicable, the amounts required to be deposited therein pursuant to the provisions of this Agreement (including any P&I Advance with
respect to the Mortgage Loans, pursuant to Section 4.03(a) hereof), the Master Servicer shall pay the Certificate Administrator
interest on such late payment at the Prime Rate from and including the date such payment was required to be made (without regard to any
Grace Period set forth in Section 7.01(a)(i)) until (but not including) the date such late payment is received by the Certificate
Administrator.


The Certificate Administrator
shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution Account, as applicable,
any and all amounts received by the Certificate Administrator that are required by the terms of this Agreement to be deposited therein.


Promptly on each Distribution
Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account and deposit in the
Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier Distribution
Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date allocated in payment of the
Lower-Tier Regular Interests as specified in Section 4.01(c) and Section 4.01(f), respectively.


Funds on deposit in the Interest
Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution
Account or if established, the Non-VRR Gain-on-Sale Reserve Account and the VRR 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 Wilmington Trust, National Association, as Trustee for the Holders of the BBCMS Mortgage Trust 2022-C16, Commercial Mortgage
Pass-Through Certificates, Series 2022-C16 as their interests may appear”, or in the name of any successor trustee, as Trustee
for the Holders of the BBCMS Mortgage Trust 2022-




    	 	 
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C16, Commercial Mortgage Pass-Through Certificates,
Series 2022-C16 as their interests may appear. None of the Trust, the Depositor, the Mortgagors, the Master Servicer or the Special Servicer
shall be liable for any loss incurred on such Permitted Investments.


An amount equal to all income
and gain realized from any such investment shall be paid to the Certificate Administrator as additional compensation and shall be subject
to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the
account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset by income from other investments)
in the Distribution Accounts, as the case may be, out of its own funds immediately as realized. If the Certificate Administrator deposits
in or transfers to the Distribution Accounts, as the case may be, any amount not required to be deposited therein or transferred thereto,
it may at any time withdraw such amount or retransfer such amount from the Distribution Accounts, as the case may be, any provision herein
to the contrary notwithstanding.


On the Closing Date, the
Depositor shall deposit $300,000 with the Certificate Administrator, to be credited to the Legal Fee Reserve Account. Funds held in the
Legal Fee Reserve Account shall remain uninvested. Annually, on or about April 1st beginning 2023, upon receipt by the Certificate Administrator
from the Depositor of a legal invoice related to Commission compliance matters, the Certificate Administrator shall pay such legal invoice
from and solely to the extent of funds then on deposit in the Legal Fee Reserve Account. Any such instruction shall be sent by email to
cts.cmbs.bond.admin@wellsfargo.com, along with a copy of the invoice, and a subject line reference of “BBCMS 2022-C16 -
Legal Fee Reserve Account”. The Legal Fee Reserve Account will not be a part of the Trust Fund, either Trust REMIC or the Grantor
Trust. The Depositor will be the beneficial owner of the Legal Fee Reserve Account for all federal income tax purposes, and shall be taxable
on all income earned therefrom.


Upon the depletion of the
Legal Fee Reserve Account, or if there are insufficient funds to pay any invoice, the Certificate Administrator shall notify the Depositor,
and thereafter the Depositor shall pay any additional legal invoices from its own funds and the Certificate Administrator shall have no
responsibility in connection therewith.


The Certificate Administrator
shall have no responsibility for verifying the accuracy, reasonableness, or appropriateness of any invoice received. On the final Distribution
Date, the Certificate Administrator shall pay to the Depositor any funds then remaining in the Legal Fee Reserve Account in accordance
with directions provided by the Depositor.


As of the Closing Date, the
Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account, and the Lower-Tier
REMIC Distribution Account shall be located at the offices of the Certificate Administrator. The Certificate Administrator shall give
notice to the Trustee, the Master Servicer and the Depositor of the proposed location of the Interest Reserve Account, the Excess Interest
Distribution Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account, and, if established,
the Non-VRR Gain-on-Sale Reserve Account and the VRR Gain-on-Sale Reserve Account prior to any change thereof.




    	 	 
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For the avoidance of doubt,
the Collection Account (other than (i) any portion holding the Excess Interest and (ii) the Companion Distribution Account, if it is a
sub-account of the Collection Account), the Lower-Tier REMIC Distribution Account, the Non-VRR Gain-on-Sale Reserve Account,
the VRR Gain-on-Sale Reserve Account, any Servicing Account, the REO Account and the Interest Reserve Account (including interest, if
any, earned on the investment of funds in such accounts) will be owned by the Lower-Tier REMIC; the Excess Interest Distribution Account
(and any portion of the Collection Account holding Excess Interest) (including interest, if any, earned on the investment of funds in
such accounts) will be owned by the Grantor Trust for the benefit of the Holders of the Excess Interest Certificates; the Companion Distribution
Account (including interest, if any, earned on the investment of funds in such account) will be owned by the Companion Holders; and the
Class VRR Certificateholders, the Upper-Tier REMIC Distribution Account (including interest, if any, earned on the investment of funds
such account) will be owned by the Upper-Tier REMIC, each for federal income tax purposes.


(c)              
[RESERVED].


(d)                Prior
to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage Loan, and upon notification
from the Master Servicer pursuant to Section 3.02(d), the Certificate Administrator, on behalf of the Certificateholders,
shall establish and maintain the Excess Interest Distribution Account in its own name on behalf of the Trustee in trust for the benefit
of the Holders of the Excess Interest Certificates, which account shall be an asset of the Grantor Trust, but shall not be an asset of
either Trust REMIC. The Excess Interest Distribution Account shall be established and maintained as an Eligible Account (or as a subaccount
of an Eligible Account). Prior to the applicable Distribution Date, the Master Servicer shall remit to the Certificate Administrator
for deposit in the Excess Interest Distribution Account an amount equal to the Excess Interest received prior to the Determination Date
for the applicable Collection Period. Following the distribution of the applicable portions of Excess Interest to Holders of the Excess
Interest Certificates on the first Distribution Date after which there are no longer any Mortgage Loans outstanding which pursuant to
their terms could pay Excess Interest, the Certificate Administrator shall terminate the Excess Interest Distribution Account.


(e)                 The
Certificate Administrator shall establish (upon notice from the Special Servicer of an event occurring that generates Gain-on-Sale
Proceeds) and maintain (i) the Non-VRR Gain-on-Sale Reserve Account for the benefit of the Non-VRR Certificateholders and
(ii) the VRR Gain-on-Sale Reserve Account for the benefit of the Class VRR Certificateholders. Each of the Non-VRR Gain-on-Sale Reserve
Account and the VRR Gain-on-Sale Reserve Account shall be maintained as an Eligible Account (or as a subaccount of an Eligible Account),
separate and apart from trust funds for mortgage pass-through certificates of other series administered by the Certificate Administrator.


Upon the disposition of any
REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will calculate the Gain-on-Sale
Proceeds, if any, realized that are allocable to the Mortgage Loan in connection with such sale and remit such funds to the Master Servicer
(on the later of (x) the date that is on or prior to each Determination Date or (y) two (2) Business Days after such amounts are received
and properly identified and determined to




    	 	 
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be available) who shall then remit (i) the
Non-VRR Percentage of such Gain-on-Sale Proceeds to the Certificate Administrator, who shall deposit such funds into the Non-VRR Gain-on-Sale
Reserve Account and (ii) the VRR Percentage of such Gain-on-Sale Proceeds to the Certificate Administrator, who shall deposit such funds
into the VRR Gain-on-Sale Reserve Account. Any gain on such disposition that is allocable to any related Companion Loan in accordance
with the terms of the related Intercreditor Agreement shall be remitted by the Special Servicer to the Companion Paying Agent for deposit
into the Companion Distribution Account.


(f)                  Any
Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced PSA shall
be remitted to the Certificate Administrator as follows: (i) the Non-VRR Percentage of such Non-Serviced Gain-on-Sale Proceeds for deposit
into the Non-VRR Gain-on-Sale Reserve Account and (ii) the VRR Percentage of such Non-Serviced Gain-on-Sale Proceeds for deposit into
the VRR Gain-on-Sale Reserve Account.


(g)              
The Certificate Administrator shall establish and maintain the VRR Interest Distribution Account in its own name for the benefit
of the Trustee, for the benefit of the Class VRR Certificateholders, which shall be an asset of the Grantor Trust and beneficially owned
by the Class VRR Certificateholders and shall not be an asset of either Trust REMIC. The VRR Interest Distribution Account shall be established
and maintained as an Eligible Account or as a sub-account of an Eligible Account.


(h)              
[Reserved].


(i)                
If any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g)
of this Agreement, the Special Servicer shall establish and maintain one or more accounts (collectively, the “Loss of Value Reserve
Fund”) to be held for the benefit of the Certificateholders, for purposes of holding such Loss of Value Payments. Each account
that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account of an Eligible Account. The Special Servicer
shall, within two (2) Business Days of receipt of properly identified and available Loss of Value Payments, deposit in the Loss of Value
Reserve Fund all Loss of Value Payments received by it. The Certificate Administrator shall, based upon information obtained from the
CREFC® reports delivered by the Master Servicer pursuant to the terms hereof, account for the Loss of Value Reserve Fund
as an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of any Trust REMIC or
Grantor Trust. Furthermore, for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid out of the Loss
of Value Reserve Fund through the Collection Account to the Certificateholders as contributed to and distributed by the Trust REMICs and
(ii) treat any amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage Loan Seller as distributions
by the Trust to such Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller will
be the beneficial owner of the Loss of Value Reserve Fund for all federal income tax purposes, and shall be taxable on all income earned
thereon.


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




    	 	 
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of the Collection Account) for any of the following
purposes (the following not being an order of priority and without duplication of the same payment or reimbursement):


(i)                 
(A) no later than 4:00 p.m., New York City time, on or before each P&I Advance Date, to remit to the Certificate
Administrator for deposit in the Lower-Tier REMIC Distribution Account 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 an amount equal to the Excess Interest received in the applicable one-month period ending on the related Determination Date; 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, 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 (i) with respect to a Serviced Pari Passu Whole Loan, pro
rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance
with their respective Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related
AB Subordinate Companion Loan, as applicable, and then, pro rata and pari passu, from the related Serviced Mortgage
Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective Stated Principal Balances of the
related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s)) and then out of general collections on the Mortgage
Loans and REO Properties, (C) to pay the Operating Advisor any unpaid Operating Advisor Fees or Operating Advisor Consulting Fees
in respect of each Mortgage Loan, Specially Serviced Loan or REO Loan (in each case, other than any related Companion Loan), as applicable,
the Operating Advisor’s right to payment of the Operating Advisor Fee or Operating Advisor Consulting Fee pursuant to this clause (ii)(C)
with respect to any Mortgage Loan, Specially Serviced Loan or REO Loan (in each case, other than any related Companion Loan), as
applicable,




    	 	 
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being limited to amounts received on
or in respect of such Mortgage Loan (whether in the form of payments, P&I Advances (solely with respect to the Operating Advisor Fee),
Liquidation Proceeds or Insurance and Condemnation Proceeds), Specially Serviced Loan or REO Loan (whether in the form of REO Revenues,
Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon, and (D) to pay
the Asset Representations Reviewer (1) any unpaid Asset Representations Reviewer Fee in respect of each Mortgage Loan, Specially Serviced
Loan or REO Loan (in each case, other than (i) any related Companion Loan and (ii) any Non-Serviced Mortgage Loan), as applicable,
the Asset Representations Reviewer’s right to payment of the Asset Representations Reviewer Fee pursuant to this clause (ii)(D)(1)
with respect to any Mortgage Loan, Specially Serviced Loan or REO Loan (in each case, other than (i) any related Companion Loan and
(ii) any Non-Serviced Mortgage Loan), as applicable, being limited to amounts received on or in respect of such Mortgage Loan (whether
in the form of payments, P&I Advances, Liquidation Proceeds or Insurance and Condemnation Proceeds), Specially Serviced Loan or REO
Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery
of interest thereon, or (2) (to the extent such fee is payable as a Trust Fund expense) any unpaid Asset Representations Reviewer Asset
Review Fee payable in connection with any Asset Review that was performed as a result of an Affirmative Asset Review Vote;


(iii)              to reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which represent
Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and REO Loans with respect
to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement of P&I Advances
shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from any amounts collected with respect
to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not
limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the
related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan) prior to reimbursement from
other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account; provided, further, that if such
P&I Advance with respect to a Mortgage Loan becomes a Workout-Delayed Reimbursement Amount, then the maker of such P&I Advance
shall additionally, but without duplication, thereafter be entitled to reimbursement for such P&I Advance from the portion of general
collections and recoveries on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to
time that represent collections or recoveries of principal to the extent provided in clause (v) below; and provided,
further, that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v)
below;


(iv)              to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances, the Master
Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment pursuant to this




    	 	 
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clause (iv) with respect
to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any related Companion Loan or any REO Property being limited to,
as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation Proceeds and REO Revenues (provided that, in
the case of such reimbursement relating to a Serviced Whole Loan, such reimbursements shall be made, subject to the terms of the related
Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related
Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their respective Stated Principal Balances,
or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan and then, pro
rata and pari passu, from the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any),
in accordance with the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s)
(provided that, with respect to any Serviced AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the
terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated
to the related Serviced Mortgage Loan and Serviced AB Subordinate Companion Loan)), prior to reimbursement from other funds unrelated
to such Serviced Whole Loan on deposit in the Collection Account related to any Mortgage Loan; provided, however, that if
such Servicing Advance becomes a Workout-Delayed Reimbursement Amount, then the maker of such Servicing Advance shall additionally,
but without duplication, thereafter be entitled to reimbursement for such Servicing Advance from the portion of general collections and
recoveries on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to time that represent
collections or recoveries of principal to the extent provided in clause (v) below; provided, further, that if
such Advance 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 (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 (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari
passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their respective
Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate
Companion Loan, and then, pro rata and pari passu, from the related Serviced Mortgage




    	 	 
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Loan and the related Serviced Pari Passu
Companion Loan(s) (if any), in accordance with the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced
Pari Passu Companion Loan(s). and 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), 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(s)), in accordance with the terms of the
related Intercreditor Agreement (provided that, with respect to any AB Whole Loan, the foregoing with respect to Nonrecoverable
Servicing Advances and Nonrecoverable P&I Advances shall not limit or otherwise modify the terms of the related Intercreditor Agreement
pursuant to which any amounts collected with respect to the related Whole Loan, are allocated to the related Serviced Mortgage Loan and
Serviced AB Subordinate Companion Loan, prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the
Collection Account related to any Mortgage Loan) or (3) to pay itself, with respect to any Mortgage Loan, any related Companion Loan,
if applicable, or REO Property any related earned Servicing Fee that remained unpaid in accordance with clause (ii) above
following a Final Recovery Determination made with respect to such Mortgage Loan or REO Property and the deposit into the Collection Account
of all amounts received in connection therewith;


(vi)              at such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer for
a related securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance (including
any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause  (iii) or clause 
(v) above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued and payable thereon
in accordance with Sections  4.03(d) and 3.11(d), (b) any unreimbursed Servicing Advances (including any such
Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv) or clause (v)
above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest accrued
and payable thereon in accordance with Section 3.03(d) and Section 3.11(d) or (c) any Nonrecoverable Advances
pursuant to clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the
case may be, any interest accrued and payable thereon; provided that in all events, subject to the related Intercreditor Agreement,
interest on P&I Advances on any Serviced Mortgage Loan shall not be paid from funds actually distributable to any related Serviced
Companion Loan, and interest on Servicing Advances on any Serviced Whole Loan shall be paid (i) with respect to a Serviced Pari Passu
Whole Loan, pro rata and pari passu, out of collections on the related Serviced Pari Passu Mortgage Loan and Serviced Pari
Passu Companion Loan(s) in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB
Whole Loan, first, out of collections on the related AB Subordinate Companion Loan and then, pro rata and pari
passu, out of collections on the related Serviced Mortgage Loan and the related Serviced Pari Passu




    	 	 
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Companion Loan(s) (if any), in accordance
with the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s) (provided
that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage
Loan and AB Subordinate Companion Loan);


(vii)            to
reimburse itself, the Special Servicer, the Asset Representations Reviewer or the Trustee, as the case may be, for any unreimbursed expenses
reasonably incurred by such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation of the
applicable Mortgage Loan Seller or any other obligation of the Mortgage Loan Seller under Section 5 of the applicable Mortgage Loan Purchase
Agreement, including, without limitation, any expenses arising out of the performance of its duties under Section 2.02
and/or Section 2.03 of this Agreement or out of the enforcement of the repurchase or substitution obligation or any other
obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this clause (vii) with
respect to any Mortgage Loan, being limited to that portion of the Purchase Price, the Loss of Value Payment or Substitution Shortfall
Amount paid with respect to such Mortgage Loan, that represents such expense in accordance with clause (iv) of the definition
of Purchase Price;


(viii)           in
accordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, first, out of
Liquidation Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan, and then
out of general collections on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred by such Person
in connection with the performance of its duties under Section 2.02 and/or Section 2.03 of this Agreement
or in connection with the enforcement of the applicable Mortgage Loan Seller’s obligations under Section 5 of the applicable
Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable pursuant to clause (vii)
above or otherwise; provided that, in case of such reimbursement out of Liquidation Proceeds, and Insurance and Condemnation Proceeds
described above relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor
Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced
Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their respective Stated Principal Balances or (ii) with
respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan, and then, pro rata and
pari passu, from the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance
with the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s) (provided
that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related
Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect to the
Mortgage Loans;




    	 	 
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(ix)                
 to pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues,
Liquidation Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or REO Loan
and then out of general collections on the Mortgage Loans and REO Properties; provided that, in case of such reimbursement
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement (i) with
respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan
and Serviced Pari Passu Companion Loan(s) in accordance with their respective Stated Principal Balances or (ii) with respect to a
Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and then, pro rata and pari
passu, from the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with
the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s) (provided
that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage
Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect to the Mortgage
Loan;


(x)               
to pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest
and investment income earned in respect of amounts relating to the Trust Fund held in the Collection Account and the Companion Distribution
Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the Collection
Account and the Companion Distribution Account for the period from and including the prior Distribution Date to and including the P&I
Advance Date related to such Distribution Date), (2) Penalty Charges (other than Penalty Charges collected while the related Mortgage
Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only to the extent collected from the related Mortgagor
and to the extent that all amounts then due and payable with respect to the related Mortgage Loan and any related Serviced Companion Loan
have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses incurred by the Trust (other
than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d) and (3) the difference, if positive,
between Prepayment Interest Excess and Prepayment Interest Shortfalls collected on the Mortgage Loans (other than the Non-Serviced Mortgage
Loans) and any Serviced Companion Loan, during the related Collection Period to the extent not required to be paid as Compensating Interest
Payments; and (b) to pay the Special Servicer, as additional servicing compensation in accordance with Section 3.11(c), Penalty
Charges collected on Specially Serviced Loans (but only to the extent collected from the related Mortgagor and to the extent that all
amounts then due and payable with respect to the related Specially Serviced Loan have been paid and such Penalty Charges are not needed
to pay interest on Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout
Fees) in accordance with Section 3.11(d));


(xi)                  
to recoup any amounts deposited in the Collection Account in error;




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(xii)                              to
pay itself, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of their respective
directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out of general collections,
any amounts payable to any such Person pursuant to Section 3.11(g), Section 3.18(i), Section 6.04(a)
or Section 6.04(b); provided that, in case of such reimbursement (other than a reimbursement of any amounts
payable to CREFC®) relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related
Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the
related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their respective Stated Principal
Balances or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any),
and then, pro rata and pari passu, from the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion
Loan(s) (if any), in accordance with the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari
Passu Companion Loan(s) (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise
modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan
are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general
collections with respect to the Mortgage Loans;


(xiii)            
to pay for (a) the cost of the Opinions of Counsel contemplated by Sections  3.09(b), 3.14(a), 3.15(b),
Section 3.18(b)(b), 3.18(c), 3.18(g) and 10.01(f) to the extent payable out of the Trust Fund, (b) the
cost of any Opinion of Counsel contemplated by Sections  13.01(a) or Section 13.01(c) in connection with an amendment
to this Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance of the rights and interests of Certificateholders
and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a); provided that, in case of such
reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement
(i) with respect to the related Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced
Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their respective Stated Principal Balances or (ii) with
respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any), and then, pro rata
and pari passu, from the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance
with the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s) (provided
that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage
Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect to the Mortgage
Loans;


(xiv)           
to pay out of general collections on the Mortgage Loans and the REO Properties any and all federal, state and local taxes imposed
on any Trust REMIC, or any of their assets or transactions, together with all incidental costs and expenses, to the




    	 	-193-	 



     


    

extent that none of the Master Servicer,
the Special Servicer, the Certificate Administrator or the Trustee is liable therefor pursuant to Section 10.01(g);


(xv)                               to
reimburse the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties for expenses incurred by
and reimbursable to it by the Trust pursuant to Section 10.01(c);


(xvi)                            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);


(xvii)                         to
remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited in the Interest
Reserve Account pursuant to Section 3.21;


(xviii)                      to
reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant to Section 3.26(i);


(xix)                               [Reserved];


(xx)                                 to
remit to the Companion Paying Agent for deposit into the Companion Distribution Account the amounts required to be deposited pursuant
to Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i)
above;


(xxi)                              to
clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01; and


(xxii)                           to pay
for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


The Master Servicer shall
also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary for the payments or reimbursement
of amounts required to be paid to the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer, the
applicable Non-Serviced Trustee, the applicable Non-Serviced Certificate Administrator or any other applicable party to the applicable
Non-Serviced PSA by the holder of a Non-Serviced Mortgage Loan pursuant to the applicable Non-Serviced Intercreditor Agreement
and the applicable Non-Serviced PSA.


The Master Servicer shall
keep and maintain separate accounting records, on a loan-by-loan and property by property basis when appropriate, for the purpose
of justifying any withdrawal from the Collection Account.




    	 	-194-	 



     


    

The Master Servicer shall
pay to the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer from
the Collection Account amounts permitted to be paid to it therefrom monthly upon receipt of a written statement from an officer of such
party describing the item and amount to which such party is entitled. The Master Servicer may rely conclusively on any such statement
and shall have no duty to re-calculate the amounts stated therein. The Special Servicer shall keep and maintain separate accounting
for each Specially Serviced Loan and REO Loan, on a loan-by-loan basis and, when appropriate, on a property-by-property
basis, for the purpose of justifying any request for withdrawal from the Collection Account. Notwithstanding the above, no written statement
is required for a payment of Special Servicing Fees arising from collections other than the initial collection on a Corrected Loan.


Notwithstanding anything
to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer out of general
collections that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise be payable
to the related Companion Loan(s), as applicable.


(b)                                    The
Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for any of the
following purposes (the following not being an order of priority):


(i)                                        to be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount
of any Prepayment Premiums and Yield Maintenance Charges distributable pursuant to Section 4.01(f) in the Upper-Tier REMIC
Distribution Account, and to make distributions on the Class R Certificates in respect of the Class LR Interest pursuant to
Section 4.01(c);


(ii)                                             to
pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any
amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


(iii)                                  to
pay the Certificate Administrator and the Trustee, the Certificate Administrator Fee and the Trustee Fee, as applicable, as contemplated
by Section 8.05(a) hereof with respect to the Mortgage Loans;


(iv)                                        to
pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator as
provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer as contemplated by Section 3.18(c), (C) the Trustee or
the Certificate Administrator as contemplated by Section 5.08(c) or Section 8.02(ii) to the extent payable
out of the Trust Fund, (D) the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated
by Section 10.01(f) or Section 10.01(l) to the extent payable out of the Trust Fund, or (E) the Trustee,
the Certificate Administrator, the Master Servicer or the Special Servicer as




    	 	-195-	 



     


    

contemplated by Section 13.01(a)
or Section 13.01(c) in connection with any amendment to this Agreement requested by the Trustee or the Certificate Administrator,
which amendment is in furtherance of the rights and interests of Certificateholders, in each case, to the extent not paid pursuant to
Section 13.01(g);


(v)                       
to pay any and all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC or on the assets
or transactions of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate
Administrator, the REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(g);


(vi)                        
to pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the Lower-Tier
REMIC or the Upper-Tier REMIC;


(vii)                      
to pay to the Master Servicer any amounts deposited by the Master Servicer in the Distribution Accounts not required to be deposited
therein; and


(viii)  
                           to clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


(c)                  
The Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account to
the extent required to make the distributions of Excess Interest required by Section 4.01(j).


(d)                 
The Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account
for any of the following purposes:


(i)                     
to make distributions to the Holders of the Regular Certificates (and to the Holders of the Class R Certificates in respect
of the Class UR Interest) on each Distribution Date pursuant to Section 4.01 or Section 9.01, as applicable; and


(ii)                
to clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


(e)                  
The Certificate Administrator may make withdrawals from the VRR Interest Distribution Account for any of the following purposes:


(i)                     
to make distributions to the Class VRR Certificateholders on each Distribution Date pursuant to Section 4.01 or Section
9.01 of this Agreement, as applicable;


(ii)                  
to recoup any amounts deposited in the VRR Interest Distribution Account in error; and


(iii)               
to clear and terminate the VRR Interest Distribution Account at the termination of this Agreement pursuant to Section 9.01
of this Agreement.




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(f)                
 Notwithstanding anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the Collection
Account and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee listed in Section 3.05(a)(ii),
the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate Administrator Fee listed in Section 3.05(b)(ii)
and (b)(iii), then the Certificate Administrator Fee shall be paid in full prior to the payment of any Servicing Fees payable under
Section 3.05(a)(ii) and then, after payment of Servicing Fees, the Operating Advisor Fees payable under Section 3.05(a)(ii)
and in the event that amounts on deposit in the Collection Account and the Lower-Tier REMIC Distribution Account are not sufficient
to pay the full amount of such Certificate Administrator Fee, the Certificate Administrator shall be paid based on the amount of such
fees and (ii) if amounts on deposit in the Collection Account are not sufficient to reimburse the full amount of Advances and interest
thereon listed in Sections  3.05(a)(iii), (a) (iv), (a) (v) and (a)(vi), then reimbursements shall be
paid first to the Certificate Administrator and to the Trustee, pro rata, second to the Special Servicer, third
to the Master Servicer and then to the Operating Advisor.


(g)                  
If any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related
Serviced REO Property, then the Special Servicer shall promptly upon written direction from the Master Servicer (provided that,
(1) with respect to clause (iv) below, the Special Servicer shall have provided notice to the Master Servicer of the occurrence
of such Liquidation Event and (2) with respect to clause (v) below, the Certificate Administrator shall have provided the
Master Servicer and the Special Servicer with five (5) Business Days’ prior notice of such final Distribution Date) transfer such
Loss of Value Payments (up to the remaining portion thereof) from the Loss of Value Reserve Fund to the Master Servicer for deposit into
the Collection Account for the following purposes:


(i)                 
to reimburse the Master Servicer, the Special Servicer or the Trustee, in accordance with Section 3.05(a) of this Agreement,
for any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or any related Serviced REO Property (together with
any interest on such Advances);


(ii)                   
to pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment of, any
expense or Liquidation Fee relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if not paid out of
such Loss of Value Payments, would constitute an additional expense of the Trust;


(iii)                  to offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case may be
(as calculated without regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage Loan or any related
successor REO Loan;


(iv)                                following
the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related Serviced REO Property and any related transfers
from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses  (i)- (iii)
as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses  (i)- (iii) in respect
of any other Mortgage Loan or Serviced REO Loan; and




    	 	-197-	 



     


    

(v)              
   On the final Distribution Date after all distributions have been made as set forth in clauses  (i) through (iv)
above, to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed
by such Mortgage Loan Seller that was used pursuant to clauses  (i)- (iii) to offset any portion of Realized Losses that are
attributable to such Mortgage Loan or related REO Property, as the case may be, additional Trust Fund expenses or any Nonrecoverable Advances
incurred with respect to the Mortgage Loan related to such contribution.


(h)                                   Any Loss of Value
Payments transferred to the Collection Account pursuant to clauses (g)(i)-(g)(iii) of the prior paragraph shall be treated
as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor REO Loan with respect thereto
for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to the Collection Account pursuant to
clause (g)(iv) of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust in respect of the
related Mortgage Loan or REO Loan for which such Loss of Value Payments are being transferred to the Collection Account to cover an item
contemplated by clauses (g)(i)-(g)(iv) of the prior paragraph.


(i)                
The Companion Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account to make distributions
pursuant to Section 4.01(k).


Section 3.06       
Investment of Funds in the Collection Account, the REO Account and the Loss of Value Reserve Fund. (a)  The Master
Servicer may direct any depository institution maintaining the Collection Account, the Companion Distribution Account, or any Servicing
Account (for purposes of this Section 3.06, an “Investment Account”), the Special Servicer may direct any
depository institution maintaining the REO Account or Loss of Value Reserve Fund (also for purposes of this Section 3.06,
an “Investment Account”) to invest or if it is such depository institution, may itself invest, the funds held therein,
only in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no
later than the Business Day immediately preceding the next succeeding date on which funds are required to be withdrawn from such account
pursuant to this Agreement, if a Person other than the depository institution maintaining such account is the obligor thereon and (ii) no
later than the date on which funds are required to be withdrawn from such account pursuant to this Agreement, if the depository institution
maintaining such account is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable on demand. Any
funds held in an Investment Account shall be held in the name of the Master Servicer or the Special Servicer, as applicable, on behalf
of the Trustee (in its capacity as such) for the benefit of the Certificateholders. The Master Servicer (in the case of the Collection
Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer), the Special Servicer (in
the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) on behalf
of the Trustee, shall maintain continuous physical possession of any Permitted Investment of amounts in the Collection Account, the Companion
Distribution Account, the Servicing Accounts, Loss of Value Reserve Fund or REO Account, as applicable, that is either (i) a “certificated
security,” as such term is defined in the UCC (such that the Trustee shall have control pursuant to Section 8-106 of the
UCC) or (ii) other property in which a secured party may perfect its security interest by physical possession under the UCC or any
other applicable law. In the case of any




    	 	-198-	 



     


    

Permitted Investment held in the form of a
“security entitlement” (within the meaning of Section 8-102(a)(17) of the UCC), the Master Servicer or the Special
Servicer, as applicable, shall take or cause to be taken such action as the Trustee deems reasonably necessary to cause the Trustee to
have control over such security entitlement. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted
Investment payable on demand, the Master Servicer (in the case of the Collection Account, the Companion Distribution Account or any Servicing
Account maintained by or for the Master Servicer) or the Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund
or any Servicing Account maintained by or for the Special Servicer) shall:


(i)                     
consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted
Investment may otherwise mature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and (b) the
amount required to be withdrawn on such date; and


(ii)                
demand payment of all amounts due thereunder promptly upon determination by the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee, as the case may be, that such Permitted Investment would not constitute a Permitted Investment in respect
of funds thereafter on deposit in the Investment Account.


(b)              
Interest and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account or any
Servicing Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect to such
account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current
Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent (with respect to Servicing Accounts)
not required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal at its direction, in accordance
with Section 3.03 or Section 3.05(a), as the case may be. Interest and investment income realized on funds deposited
in the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer, to the extent of the
Net Investment Earnings, if any, with respect to such account for each period from and including any Distribution Date to and including
the immediately succeeding P&I Advance Date, shall be for the sole and exclusive benefit of the Special Servicer and shall be subject
to its withdrawal in accordance with Section 3.14(c). In the event that any loss shall be incurred in respect of any Permitted
Investment (as to which the Master Servicer or Special Servicer, as applicable, would have been entitled to any Net Investment Earnings
hereunder) directed to be made by the Master Servicer or Special Servicer, as applicable, and on deposit in any of the Collection Account,
the Companion Distribution Account, the Servicing Account, Loss of Value Reserve Fund or the REO Account, the Master Servicer (in the
case of the Collection Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer),
the Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special
Servicer) shall deposit therein, no later than the P&I Advance Date, without right of reimbursement, the amount of Net Investment
Loss, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I
Advance Date related to the current Distribution Date; provided that neither the Master Servicer nor the Special Servicer shall
be required to deposit any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result of the




    	 	-199-	 



     


    

insolvency of the federal or state chartered
depository institution or trust company that holds such Investment Account, so long as such depository institution or trust company satisfied
the qualifications set forth in the definition of Eligible Account at the time such investment was made (and such federal or state chartered
depository institution or trust company is not an Affiliate of the Master Servicer or the Special Servicer, as applicable, unless such
depository institution or trust company satisfied the qualification set forth in the definition of Eligible Account both (x) at the
time the investment was made and (y) thirty (30) days prior to such insolvency).


(c)                   
Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted
Investment, or if a default occurs in any other performance required under any Permitted Investment, the Master Servicer may and, upon
the request of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class shall, take such action as may
be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.


Section 3.07       
Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a)  The Master Servicer (with
respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) shall use its efforts
consistent with the Servicing Standard to cause the Mortgagor to maintain (other than with respect to a Non-Serviced Mortgage Loan),
and the Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Properties) shall maintain, to the extent
required by the terms of the related Mortgage Loan documents, all insurance coverage as is required under the related Mortgage Loan documents
except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default (and except as provided in
the next sentence with respect to the Master Servicer or Special Servicer, as applicable) or if the Trustee does not have an insurable
interest. If the Mortgagor does not so maintain such insurance coverage, subject to its recoverability determination with respect to any
required Servicing Advance, the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and
any related Serviced Companion Loan) or the Special Servicer (with respect to REO Properties other than a Non-Serviced Mortgaged Property)
shall maintain all insurance coverage as are consistent with the Servicing Standard taking into account the insurance in place at the
closing of the Mortgage Loan, but only in the event the Trustee has an insurable interest therein and such insurance is available to the
Master Servicer or the Special Servicer, as applicable, and, if available, can be obtained at commercially reasonable rates, as determined
(x)(i) prior to the occurrence and continuance of any Control Termination Event and (ii) other than (x) with respect to any
Excluded Loan, any determination that such insurance coverage is not available or not available at commercially reasonable rates to be
made with the consent of the Directing Certificateholder and (y) with respect to any Specially Serviced Loan that is not an Excluded Loan,
after consultation by the Special Servicer with the Risk Retention Consultation Party (or, with respect to any Serviced AB Whole Loan,
prior to the occurrence and continuance of a related AB Control Appraisal Period, with the consent of the related AB Whole Loan Controlling
Holder) except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default as determined by the
Special Servicer; provided, however, that if any Mortgage permits the holder thereof to dictate to the Mortgagor the insurance
coverage to be maintained on such Mortgaged Property, the Master Servicer or, with respect to REO Property, the Special Servicer, as applicable,
shall impose or maintain, as applicable, such




    	 	-200-	 



     


    

insurance requirements as are consistent with
the Servicing Standard taking into account the insurance in place at the closing of the Mortgage Loan; provided, further,
that, with respect to the immediately preceding proviso, the Master Servicer will be obligated to use efforts consistent with the Servicing
Standard to cause the Mortgagor to maintain (or to itself maintain) insurance against property damage resulting from terrorist or similar
acts unless the Mortgagor’s failure is an Acceptable Insurance Default as determined by the Special Servicer ((x) (i) unless
a Control Termination Event has occurred and is continuing and (ii) other than with respect to any Excluded Loan (with respect to
the Directing Certificateholder) with the consent of the Directing Certificateholder, (y) with respect to any Specially Serviced Loan
that is not an Excluded Loan, after consultation by the Special Servicer with the Risk Retention Consultation Party or, (z) prior to the
occurrence and continuance of an AB Control Appraisal Period, the related AB Whole Loan Controlling Holder) and only in the event the
Trustee has an insurable interest therein and such insurance is available to the Master Servicer or the Special Servicer, as applicable,
and, if available, can be obtained at commercially reasonable rates. The Master Servicer and Special Servicer shall be entitled to rely
on insurance consultants (at the applicable servicer’s expense) in determining whether any insurance is available at commercially
reasonable rates. Subject to Section 3.15(a) and the costs of such insurance being reimbursed or paid to the Special Servicer
as provided in the third-to-last sentence of this paragraph, the Special Servicer shall maintain for each REO Property (other
than any Non-Serviced Mortgaged Property) no less insurance coverage than was previously required of the Mortgagor under the related
Mortgage Loan documents unless the Special Servicer determines ((x) (i) prior to the occurrence and continuance of a Control Termination
Event and (ii) (other than with respect to any Excluded Loan) with the consent of the Directing Certificateholder, (y) with respect
to any Specially Serviced Loan that is not an Excluded Loan, after consultation by the Special Servicer with the Risk Retention Consultation
Party or, (z) prior to the occurrence and continuance of an AB Control Appraisal Period, the related AB Whole Loan Controlling Holder,
as applicable) that such insurance is not available at commercially reasonable rates or that the Trustee does not have an insurable interest,
in which case the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s determination. All Insurance
Policies maintained by the Master Servicer or the Special Servicer shall (i) contain a “standard” mortgagee clause, with
loss payable to the Master Servicer on behalf of the Trustee (in the case of insurance maintained in respect of Mortgage Loans (other
than any Non-Serviced Mortgage Loan), including any related Serviced Companion Loan, other than REO Properties) or to the Special Servicer
on behalf of the Trustee (in the case of insurance maintained in respect of REO Properties), (ii) be in the name of the Trustee (in
the case of insurance maintained in respect of REO Properties), (iii) include coverage in an amount not less than the lesser of (x) the
full replacement cost of the improvements securing the Mortgaged Property or the REO Property, as applicable, and (y) the outstanding
principal balance owing on the related Mortgage Loan (including any related Serviced Companion Loan) or REO Loan, as applicable, and in
any event, the amount necessary to avoid the operation of any co-insurance provisions, (iv) include a replacement cost endorsement
providing no deduction for depreciation (unless such endorsement is not permitted under the related Mortgage Loan documents), (v) be
noncancelable without thirty (30) days prior written notice to the insured party (except in the case of nonpayment, in which case such
policy shall not be cancelled without ten (10) days prior notice) and (vi) subject to the first proviso in the second sentence of
this Section 3.07(a), be issued by a Qualified Insurer authorized under applicable law to issue such Insurance Policies. Any
amounts collected by the Master Servicer or Special




    	 	-201-	 



     


    

Servicer under any such Insurance Policies
(other than amounts to be applied to the restoration or repair of the related Mortgaged Property or REO Property or amounts to be released
to the related Mortgagor, in each case in accordance with the Servicing Standard and the provisions of the related Mortgage Loan documents)
shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.05(a). Any costs incurred by the
Master Servicer in maintaining any such Insurance Policies in respect of Mortgage Loans (including any related Serviced Companion Loan)
(other than REO Properties and other than any Non-Serviced Mortgage Loan) (i) if the Mortgagor defaults on its obligation to do so,
shall be advanced by the Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance and if
such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account) and will be charged
to the related Mortgagor and (ii) shall not, for purposes of calculating monthly distributions to Certificateholders, be added to
the unpaid principal balance of the related Mortgage Loan and Serviced Companion Loan(s) (if any), notwithstanding that the terms of such
Mortgage Loan or Serviced Companion Loan(s) so permit. Any cost incurred by the Special Servicer in maintaining any such Insurance Policies
with respect to REO Properties shall be an expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c)
or, if the amount on deposit therein is insufficient therefor, advanced by the Master Servicer as a Servicing Advance (so long as such
Advance would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid
out of the Collection Account). The foregoing provisions of this Section 3.07 shall apply to any Serviced Whole Loan as if
it were a single “Mortgage Loan”. Notwithstanding any provision to the contrary, the Master Servicer will not be required
to maintain, and will not be in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged Property unless
such insurance was required at the time of origination of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and is currently
available at commercially reasonable rates.


Notwithstanding the foregoing,
with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that either (x) require
the Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion for terrorism) or (y) contain
provisions generally requiring the applicable Mortgagor to maintain insurance in types and against such risks as the holder of such Mortgage
Loan (including any related Serviced Companion Loan) reasonably requires from time to time in order to protect its interests, the Master
Servicer shall, consistent with the Servicing Standard, (A) monitor in accordance with the Servicing Standard whether the Insurance
Policies for the related Mortgaged Property contain Additional Exclusions (provided, that the Master Servicer and the Special Servicer
shall be entitled to conclusively rely upon certificates of insurance in determining whether such policies contain Additional Exclusions),
(B) request the Mortgagor to either purchase insurance against the risks specified in the Additional Exclusions or provide an explanation
as to its reasons for failing to purchase such insurance and (C) if the related Mortgage Loan is a Specially Serviced Loan, notify
the Special Servicer if it has knowledge that any Insurance Policy for a Mortgaged Property contains Additional Exclusions or if it has
knowledge (such knowledge to be based upon the Master Servicer’s compliance with the immediately preceding clauses (A)
and (B) above) that any Mortgagor fails to purchase the insurance requested to be purchased by the Master Servicer pursuant to
clause (B) above. In addition, upon the written request of the Risk Retention Consultation Party with respect to any individual
triggering event, the Special Servicer shall consult on a non-binding basis pursuant to




    	 	-202-	 



     


    

Section 6.08 with the Risk Retention
Consultation Party (provided, that the related Mortgage Loan is not an Excluded Loan as to such party and, prior to the occurrence
and continuance of a Consultation Termination Event, the related Mortgage Loan must also be a Specially Serviced Loan) within the same
time period as it would obtain consent of, or consult with, the Directing Certificateholder in connection with any such determination
by the Special Servicer of an Acceptable Insurance Default. If the Special Servicer determines in accordance with the Servicing Standard
that such failure is not an Acceptable Insurance Default, the Special Servicer shall notify the Master Servicer and the Master Servicer
shall use efforts consistent with the Servicing Standard to cause such insurance to be maintained. The Special Servicer (at the expense
of the Trust) shall be entitled to rely on insurance consultants in making such determinations. The Master Servicer shall be entitled
to rely on insurance consultants (at the expense of such Master Servicer) in determining whether Additional Exclusions exist. Furthermore,
the Special Servicer shall promptly deliver such conclusions in writing to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website for those Mortgage Loans that (i) have one of the ten (10) highest outstanding Stated Principal Balances
of all of the Mortgage Loans then included in the Trust or (ii) comprise more than 5% of the outstanding Stated Principal Balance
of the Mortgage Loans then included in the Trust. During the period that the Special Servicer is evaluating the availability of such insurance
or waiting for a response from the Directing Certificateholder, the Risk Retention Consultation Party or the related AB Whole Loan Controlling
Holder, as applicable, neither the Master Servicer nor the Special Servicer will be liable for any loss related to its failure to require
the Mortgagor to maintain such insurance and will not be in default of its obligations as a result of such failure.


(b)                
(i)  The Special Servicer shall maintain (or cause to be maintained), fire and hazard insurance on each REO Property
(other than with respect a Non-Serviced Mortgaged Property), to the extent obtainable at commercially reasonable rates and the Trustee
has an insurable interest, in an amount that is at least equal to the lesser of (1) the full replacement cost of the improvements on the
REO Property, and (2) the outstanding principal balance owing on the REO Loan, and in any event, the amount necessary to avoid the operation
of any co-insurance provisions. If the Master Servicer or the Special Servicer shall obtain and maintain a blanket Insurance Policy with
a Qualified Insurer insuring against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion Loan,
but excluding any Non-Serviced Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property), as
the case may be, required to be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection equivalent
to the individual policies otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied
its obligation to cause fire and hazard insurance to be maintained on the related Mortgaged Properties or REO Properties. Such Insurance
Policy may contain a deductible clause, in which case the Master Servicer or the Special Servicer shall, if there shall not have been
maintained on the related Mortgaged Property or REO Property a fire and hazard Insurance Policy complying with the requirements of Section 3.07(a),
and there shall have been one or more losses which would have been covered by such Insurance Policy, promptly deposit into the Collection
Account from its own funds the amount of such loss or losses that would have been covered under the individual policy but are not covered
under the blanket Insurance Policy because of such deductible clause to the extent that any such deductible exceeds the deductible limitation
that pertained to the related Mortgage Loan (including any related Serviced Companion Loan), or in the absence of such deductible limitation,
the deductible limitation




    	 	-203-	 



     


    

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 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.




    	 	-204-	 



     


    

(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. 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 to the Special Servicer as a Servicing Advance
unless determined to be a Nonrecoverable Advance, and if determined to be a Nonrecoverable Advance, then the Master Servicer shall pay
the Special Servicer from the Collection Account in accordance with Section 3.05(a)(v).


(f)                 
Notwithstanding anything to the contrary in this Section 3.07, so long as the long-term debt obligations or the
deposit account or claims-paying ability of the Master Servicer (or its immediate or remote parent) or the Special Servicer (or its
immediate or remote parent), as applicable, is rated at least “A3” by Moody’s, “A-” by Fitch (if rated
by Fitch) or “A(low)” by DBRS Morningstar (or if not rated by DBRS Morningstar, then at least the equivalent by at least two
other NRSROs (which may include Moody’s or Fitch)), the Master Servicer (or its public parent) or the Special Servicer (or its public
parent), as applicable, shall be allowed to provide self-insurance with respect to any of its obligations under this Section 3.07.


(g)                  
Each of the Operating Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in full
force and effect throughout the term of this Agreement an “errors and omissions” insurance policy with a Qualified Insurer
covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.






    	 	-205-	 



     


    

Section 3.08       
Enforcement of Due-on-Sale Clauses; Assumption Agreements. (a)  As to each Mortgage Loan (other than a Non-Serviced
Mortgage Loan) and any related Serviced Companion Loan that contains a provision in the nature of a “due-on-sale”
clause, which by its terms:


(i)                   
provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable
upon the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor or principals of
the Mortgagor; or


(ii)                    
provides that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee in connection
with any such sale or other transfer;


then, for so long as such
Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Special Servicer, on behalf of the Trustee
as the mortgagee of record, shall determine, in a manner consistent with the Servicing Standard, whether (a) to exercise any right it
may have with respect to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent
to any sale or transfer, consistent with the Servicing Standard or (b) to waive any right to exercise such rights, provided that
with respect to such waiver of rights, (i) with respect to all Mortgage Loans other than any Excluded Loan with respect to the Directing
Certificateholder or the holder of the majority of the Controlling Class, the Special Servicer shall, prior to itself taking such an action,
obtain, (x) prior to the occurrence and continuance of a Control Termination Event, the prior written consent (or deemed consent) of the
Directing Certificateholder and (y) (1) if such Mortgage Loan is a Specially Serviced Loan or (2) a Consultation Termination Event has
occurred and is continuing, consult with the Risk Retention Consultation Party if and to the extent required pursuant to Section 6.08
(or, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, the
related AB Whole Loan Controlling Holder, to the extent required under the Intercreditor Agreement) (or (i) after the occurrence and during
the continuance of a Control Termination Event, but prior to a Consultation Termination Event and (ii) other than with respect to any
Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class, upon consultation
with the Directing Certificateholder pursuant to Section 6.08(a) hereof, which consent shall be deemed given ten (10) Business
Days (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days) after receipt (unless earlier
objected to by the Directing Certificateholder) of the Special Servicer’s written analysis and recommendation with respect to such
waiver together with such other information in the Special Servicer’s possession that is reasonably requested by the Directing Certificateholder
or the Risk Retention Consultation Party (or, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a
related AB Control Appraisal Period, the prior consent of the related AB Whole Loan Controlling Holder, to the extent required under the
Intercreditor Agreement) and (iii) with respect to any Mortgage Loan (x) with a Stated Principal Balance greater than or equal to $35,000,000,
(y) with a Stated Principal Balance greater than or equal to 5% of the aggregated Stated Principal Balance of the Mortgage Loans
then outstanding or (z) together with all other Mortgage Loans with which it is cross-collateralized or cross-defaulted or together
with all other Mortgage Loans with the same Mortgagor (or an Affiliate thereof), that is one of the ten largest




    	 	-206-	 



     


    

Mortgage Loans outstanding (by Stated Principal
Balance), the Special Servicer prior to consenting to any action, shall obtain, a Rating Agency Confirmation from each Rating Agency and
a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25), provided, however, that with respect to subclauses (y) and (z) of this subclause (iii),
such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation requirement
to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether 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.


With respect to any “due-on-sale”
matter described above that is a Major Decision related to any Mortgage Loan that is not an Excluded Loan with respect to the Risk Retention
Consultation Party or the holder of the majority of the Class VRR Certificates upon request of the Risk Retention Consultation Party,
the Special Servicer shall consult on a non-binding basis with the Risk Retention Consultation Party with respect to (i) prior to the
occurrence and continuance of a Consultation Termination Event, Specially Serviced Loans; and (ii) following the occurrence and during
the continuance of a Consultation Termination Event, all Mortgage Loans, within the same time period as it would obtain the consent of,
or consult with, the Directing Certificateholder with respect to such Major Decision.


In connection with any request
for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the related rating
agencies) pursuant to this Section 3.08(a), the Master Servicer or the Special Servicer that is processing the related action,
as applicable, shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package
to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider)
in accordance with Section 3.25 of this Agreement.


If any Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced Companion Loan
may be assumed or transferred without the consent of the mortgagee, then for so long as such Mortgage Loan or related Serviced Companion
Loan is being serviced under this Agreement, (i) the Special Servicer, on behalf of the Trustee as the mortgagee of record, with respect
to all Mortgage Loans (other than a Non-Serviced Mortgage Loan) and related Serviced Companion Loans involving a Special Servicer Decision
or Major Decision, shall determine in accordance with the Servicing Standard whether conditions to a transfer or assumption have been
satisfied, or (ii) the Master Servicer, on behalf of the Trustee as the mortgagee of record, with respect to any Mortgage Loan if such
action is not a Major Decision or Special Servicer Decision, shall make such determination with respect to whether such conditions have
been satisfied.




    	 	-207-	 



     


    

(b)                  
 As to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a
provision in the nature of a “due-on-encumbrance” clause that by its terms:


(i)                   
provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable
upon the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor or
principals of the Mortgagor; or


(ii)                
requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged
Property or equity interests in the Mortgagor or principals of the Mortgagor;


then, for so long as such Mortgage Loan (or
related Serviced Companion Loan) is serviced under this Agreement, the Special Servicer, on behalf of the Trustee as the mortgagee of
record, shall determine, in a manner consistent with the Servicing Standard, whether (a) to exercise any right it may have with respect
to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to the creation
of any additional lien or other encumbrance, consistent with the Servicing Standard or (b) to waive its right to exercise such rights,
provided that (i) with respect to such waiver of rights and with respect to any Mortgage Loan other than an Excluded Loan with
respect to such party, the Special Servicer has obtained (x) prior to the occurrence and continuance of a Control Termination Event, the
prior written consent (or deemed consent) of the Directing Certificateholder and (y) (1) if such Mortgage Loan is a Specially Serviced
Loan or (2) a Consultation Termination Event has occurred and is continuing, consult with the Risk Retention Consultation Party if and
to the extent required pursuant to Section 6.08 (or, with respect to any Serviced AB Whole Loan, prior to the occurrence and
continuance of a related AB Control Appraisal Period, the related AB Whole Loan Controlling Holder, to the extent required under the Intercreditor
Agreement), which consent shall be deemed given ten (10) Business Days (or, if the Directing Certificateholder and the Special Servicer
are affiliates, five (5) Business Days) after receipt by the Directing Certificateholder of the Special Servicer’s written analysis
and recommendation with respect to such waiver or exercise of such rights together with such other information in the Special Servicer’s
possession that is reasonably requested by the Directing Certificateholder or the Risk Retention Consultation Party (or, with respect
to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, the related AB Whole
Loan Controlling Holder, to the extent required under the Intercreditor Agreement), and (ii) the Special Servicer has obtained Rating
Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency that such action will not result in the
downgrade, withdrawal or qualification of its then current ratings of any class of Serviced Companion Loan Securities (if any) (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25) if such Mortgage Loan (A) has an outstanding principal balance
that is greater than or equal to 2% of the Stated Principal Balance of the outstanding Mortgage Loans or (B) has an LTV Ratio greater
than 85% (including any existing and proposed debt) or (C) has a Debt Service Coverage Ratio less than 1.20x (in each case, determined
based upon the aggregate of the Stated Principal Balance of the Mortgage Loan and related Companion Loan, if any, and the principal amount
of the proposed additional lien) or (D) is one of the ten




    	 	-208-	 



     


    

largest Mortgage Loans (by Stated Principal
Balance) or (E) has a Stated Principal Balance greater than $35,000,000; provided, however, that with respect to subclauses
(A), (B), (C) and (D) of this subclause (ii), such Mortgage Loan shall also have a Stated Principal Balance
of at least $10,000,000 for such Rating Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with
respect to any Excluded Loan (regardless of whether 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.


With respect to any “due-on-encumbrance”
matter described above that is a Major Decision related to any Mortgage Loan that is not an Excluded Loan with respect to the Risk Retention
Consultation Party or the holder of the majority of the Class VRR Certificates upon request of the Risk Retention Consultation Party,
the Special Servicer shall consult on a non-binding basis with the Risk Retention Consultation Party with respect to (i) prior to the
occurrence and continuance of a Consultation Termination Event, Specially Serviced Loans; and (ii) following the occurrence and during
the continuance of a Consultation Termination Event, all Mortgage Loans, within the same time period as it would obtain the consent of,
or consult with, the Directing Certificateholder with respect to such Major Decision.


In connection with any request
for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the related rating
agencies) pursuant to this Section 3.08(b), the Master Servicer or the Special Servicer that is processing the related action,
as applicable, shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package
to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider)
in accordance with Section 3.25 of this Agreement.


To the extent permitted by
the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding paragraph or in Section 3.08(a)
shall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent as to who bears the costs
of obtaining any such Rating Agency Confirmation, the Master Servicer or the Special Servicer that is processing the related action, as
applicable, shall use reasonable efforts to make the related Mortgagor bear such costs and expenses. Unless determined to be a Nonrecoverable
Advance such costs not collected from the related Mortgagor shall be advanced as a Servicing Advance.


If any Mortgage Loan or related
Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without the consent of the mortgagee,
then for so long as such Mortgage Loan or related Companion Loan is being serviced under this Agreement, (i) the Special Servicer, on
behalf of the Trustee as the mortgagee of record, with respect to all Mortgage Loans (other than a Non-Serviced Mortgage Loan) involving
a Special Servicer Decision or Major Decision, shall determine whether conditions to further encumbrance have been satisfied (provided
that with respect to a Non-Specially Serviced Loan there is no lender discretion with respect to the satisfaction of such conditions),
or (ii) the Master Servicer, on behalf of the Trustee as the mortgagee of record, with respect to all Non-Specially




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Serviced Loans if such action is not a Major
Decision or a Special Servicer Decision, shall make such determination with respect to whether such conditions have been satisfied.


Nothing in this Section 3.08
shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice of any assumption of a Mortgage
Loan, any sale or other transfer of the related Mortgaged Property or the creation of any additional lien or other encumbrance with respect
to such Mortgaged Property.


(c)              
Except as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the Master
Servicer nor the Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced Companion Loan,
as applicable, in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08. The Master
Servicer and the Special Servicer, as applicable, shall provide copies of any final waivers (except with respect to provision of any such
waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant to Section 3.08(a)
or (b) to each other and to the 17g-5 Information Provider with respect to each Mortgage Loan, and shall notify the Trustee,
the Certificate Administrator, each other and, subject to the terms of this Agreement, the 17g-5 Information Provider (for posting to
the 17g-5 Information Provider’s Website in accordance with Section 3.25) and, with respect to a Whole Loan, the related
Serviced Companion Noteholder, of any assumption or substitution agreement executed pursuant to Section 3.08(a) or (b)
and shall forward thereto a copy of such agreement.


With respect to any Mortgagor
request or other action on a Non-Specially Serviced Loan for matters that are Major Decisions or Special Servicer Decisions, the Master
Servicer shall not agree to such modification, waiver, amendment, consent, request or other action without the prior written consent of
the Special Servicer. In connection with such consent, if the Master Servicer is processing such request or action, the Master Servicer
shall promptly provide the Special Servicer with written notice of any request for such modification, waiver, amendment, consent, request
or other action, along with the Master Servicer’s written recommendation and analysis, and all information in the Master Servicer’s
possession that may be reasonably requested in order to grant or withhold such consent by the Special Servicer or the Directing Certificateholder
or other Person with consent or consultation rights; provided that in the event that the Special Servicer does not respond within
ten (10) Business Days after receipt of such written notice and all such reasonably requested information, plus the time period provided
to the Directing Certificateholder or other relevant party under this Agreement and, if applicable, any time period provided to a Companion
Holder under a related Intercreditor Agreement, the Special Servicer’s consent to such modification, waiver, amendment, consent,
request or other action shall be deemed granted.


(d)              
[Reserved].


(e)              
Notwithstanding any other provision of this Agreement, the Special Servicer may not waive its rights or grant its consent under
any “due-on-sale” or “due-on-encumbrance” clause relating to any Mortgage Loan without ((i) prior to the
occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan) the consent of the
Directing Certificateholder (or (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other
than with respect to any Excluded




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Loan), but prior to a Consultation Termination
Event, upon consultation with the Directing Certificateholder pursuant to Section 6.08 hereof. The Directing Certificateholder
shall have ten (10) Business Days (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business
Days) after receipt of notice along with the Master Servicer’s (if applicable) and the Special Servicer’s recommendation and
analysis with respect to such proposed waiver or proposed granting of consent and any additional information the Directing Certificateholder
may reasonably request from the Special Servicer of a proposed waiver or consent under any “due on sale” or “due-on-encumbrance”
clause in which to grant or withhold its consent (provided that if the Special Servicer fails to receive a response to such notice
from the Directing Certificateholder in writing within such period, then the Directing Certificateholder shall be deemed to have consented
to such proposed waiver or consent).


(f)               
Notwithstanding the foregoing provisions of this Section 3.08, if the Master Servicer or the Special Servicer, as applicable
(with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) makes a determination
under Sections 3.08(a) or 3.08(b) hereof that the applicable conditions in the related Mortgage Loan or Companion Loan
documents, as applicable, with respect to assumptions or encumbrances permitted without the consent of the mortgagee have been satisfied,
the applicable assumptions and transfers may be subject to an assumption or other fee, unless such fees are otherwise prohibited pursuant
to the Mortgage Loan documents; provided that any such fee not provided for in the Mortgage Loan documents does not constitute
a “significant” change in yield pursuant to Treasury Regulations Section 1.1001-3(e)(2).


Section 3.09       
Realization Upon Defaulted Loans and Companion Loans. (a)  Upon an event of default under the Mortgage Loan documents
related to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt, the Master Servicer shall promptly provide written notice to
the related Companion Holder or mezzanine lender, as applicable, with a copy of such notice to the Special Servicer. The Special Servicer
shall, subject to subsections (b) through (d) of this Section 3.09, Section 3.24, subject to
the Directing Certificateholders’ and the Risk Retention Consultation Party’s rights pursuant to Section 6.08,
and any Companion Holder or mezzanine lender’s rights under the related Intercreditor Agreement (in the case of a Serviced Whole
Loan, on behalf of the holders of the beneficial interest of the related Companion Loan) or this Agreement, exercise reasonable efforts,
consistent with the Servicing Standard, to, at any time, institute foreclosure proceedings, exercise any power of sale contained in the
related Mortgage, obtain a deed in lieu of foreclosure, or otherwise acquire title to the related Mortgaged Property or comparably convert
(which may include an REO Acquisition) the ownership of property securing any such Mortgage Loan (other than any Non-Serviced Mortgage
Loan) and related Companion Loan, if any, as come into and continue in default as to which no satisfactory arrangements (including by
way of a discounted pay-off) can be made for collection of delinquent payments, and which are not released from the Trust Fund pursuant
to any other provision hereof. The foregoing is subject to the provision that, in any case in which a Mortgaged Property shall have suffered
damage from an Uninsured Cause, the Master Servicer or Special Servicer shall not be required to make a Servicing Advance and expend funds
toward the restoration of such property unless the Special Servicer has determined in its reasonable discretion that such restoration
will increase the net proceeds of liquidation of such Mortgaged Property to Certificateholders after reimbursement to the Master Servicer
or the Special Servicer, as applicable, for such Servicing Advance, and the Master Servicer or Special Servicer has not




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determined that such Servicing Advance together
with accrued and unpaid interest thereon would constitute a Nonrecoverable Advance. The costs and expenses incurred by the Special Servicer
in any such proceedings shall be advanced by the Master Servicer; provided that, in each case, such cost or expense would not,
if incurred, constitute a Nonrecoverable Servicing Advance. Nothing contained in this Section 3.09 shall be construed so as
to require the Master Servicer or the Special Servicer, on behalf of the Trust, to make an offer on any Mortgaged Property at a foreclosure
sale or similar proceeding that is in excess of the fair market value of such property, as determined by the Master Servicer or the Special
Servicer in its reasonable judgment taking into account the factors described in Section 3.16(b) and the results of any Appraisal
obtained pursuant to the following sentence, all such offers to be made in a manner consistent with the Servicing Standard. If and when
the Special Servicer or the Master Servicer deems it necessary and prudent for purposes of establishing the fair market value of any Mortgaged
Property securing a Defaulted Loan or any related defaulted Companion Loan, whether for purposes of making an offer at foreclosure or
otherwise, the Special Servicer or the Master Servicer, as the case may be, is authorized to have an Appraisal performed with respect
to such property by an Independent MAI-designated appraiser the cost of which shall be paid by the Master Servicer as a Servicing
Advance.


(b)              
The Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


(i)               
such personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by
the Special Servicer; or


(ii)              
the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing
Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to the related Companion Loan)
will not cause an Adverse REMIC Event to occur.


(c)              
Notwithstanding the foregoing provisions of this Section 3.09 and Section 3.24, neither the Master Servicer
nor the Special Servicer shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure or otherwise, or
take any other action with respect to any Mortgaged Property, if, as a result of any such action, the Trustee, on behalf of the Certificateholders
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




    	 	-212-	 



     


    

and, if applicable, Companion Holders
constituted a single lender, to take such actions as are necessary to bring such Mortgaged Property in compliance with such laws, and


(ii)              
there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any Hazardous Materials
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective federal,
state or local law or regulation, or that, if any such Hazardous Materials are present for which such action could be required, after
consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders (and with respect to
any Serviced Whole Loan, the Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders
constituted a single lender, to take such actions with respect to the affected Mortgaged Property.


The cost of any such Environmental
Assessment shall be paid by the Master Servicer as a Servicing Advance and the cost of any remedial, corrective or other further action
contemplated by clause (i) and/or clause (ii) of the preceding sentence shall be paid by the Master Servicer as
a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it shall be an expense of the Trust and, in the case
of a Serviced Whole Loan, shall be withdrawn in accordance with the related Intercreditor Agreement by the Master Servicer from the Collection
Account, including from the Companion Distribution Account (such withdrawal to be made from amounts on deposit therein that are otherwise
payable on or allocable to such Serviced Whole Loan)); and if any such Environmental Assessment so warrants, the Special Servicer shall,
except with respect to any Companion Loan and any Environmental Assessment ordered after such Mortgage Loan has been paid in full, perform
such additional environmental testing at the expense of the Trust as it deems necessary and prudent to determine whether the conditions
described in clauses (i) and (ii) of the preceding sentence have been satisfied. With respect to Non-Specially
Serviced Loans, the Master Servicer and, with respect to Specially Serviced Loans, the Special Servicer (other than any Non-Serviced
Mortgage Loan) shall review and be familiar with the terms and conditions relating to enforcing claims and shall monitor the dates by
which any claim or action must be taken (including delivering any notices to the insurer and using reasonable efforts to perform any actions
required under such policy) under each environmental insurance policy in effect and obtained on behalf of the mortgagee to receive the
maximum proceeds available under such policy for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular
Interests).


(d)              
If (i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions
set forth in clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not been satisfied
with respect to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan, any related Companion Loan,
and (ii) there has been no breach of any of the representations and warranties set forth in or required to be made pursuant to Section 4
of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller could be required to repurchase such Defaulted
Loan pursuant to Section 5 of the applicable Mortgage Loan Purchase Agreement, then the Special Servicer shall take such action as
it deems to be in the best economic interest of the Trust (other than proceeding to acquire title to the Mortgaged Property) and is hereby
authorized ((A) prior to the occurrence and continuance of a Control Termination Event (or with respect to




    	 	-213-	 



     


    

any Serviced AB Whole Loan, after the occurrence
and during the continuation of an AB Control Appraisal Period, but prior to the occurrence and continuance of a Control Termination Event)
and (B) other than with respect to any Excluded Loan), with the consent of the Directing Certificateholder and after consultation
with the Risk Retention Consultation Party at such time as it deems appropriate to release such Mortgaged Property from the lien of the
related Mortgage, provided that, if such Mortgage Loan has a then-outstanding principal balance of greater than $1,000,000, then
prior to the release of the related Mortgaged Property from the lien of the related Mortgage, (i) the Special Servicer shall have
notified the Rating Agencies, the Trustee, the Certificate Administrator, the Master Servicer, ((A) prior to the occurrence of a
Consultation Termination Event and (B) other than with respect to any Excluded Loan) the Directing Certificateholder and (other than
with respect to any Excluded Loan) the Risk Retention Consultation Party, in writing of its intention to so release such Mortgaged Property
and the bases for such intention, (ii) the Certificate Administrator shall have posted such notice of the Special Servicer’s
intention to so release such Mortgaged Property to the Certificate Administrator’s Website pursuant to Section 3.13(b)
and (iii) in addition to the prior written consent of the Directing Certificateholder as required above, the Holders of Certificates
entitled to a majority of the Voting Rights shall have consented or have been deemed to have consented to such release within thirty (30)
days of the Certificate Administrator’s posting such notice to the Certificate Administrator’s Website (failure to respond
by the end of such 30-day period being deemed consent of the Holders of the Certificates). To the extent any fee charged by any Rating
Agency in connection with rendering such written confirmation is not paid by the related Mortgagor, such fee is to be an expense of the
Trust; provided that the Special Servicer shall use commercially reasonable efforts to collect such fee from the Mortgagor to the
extent permitted under the related Mortgage Loan documents.


(e)              
The Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the Directing
Certificateholder and the Risk Retention Consultation Party (in each case, other than with respect to any Excluded Loan), the Master Servicer
and the 17g-5 Information Provider monthly regarding any actions taken by the Special Servicer with respect to any Mortgaged Property
securing a Defaulted Loan or defaulted Companion Loan as to which the environmental testing contemplated in subsection (c)
above has revealed that either of the conditions set forth in clauses (i) and (ii) of the first sentence thereof has
not been satisfied, in each case until the earlier to occur of satisfaction of both such conditions, repurchase of the related Mortgage
Loan by the applicable Mortgage Loan Seller or release of the lien of the related Mortgage on such Mortgaged Property.


(f)               
The Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to
the Internal Revenue Service and shall provide the Master Servicer with all information regarding forgiveness of indebtedness and required
to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the Master Servicer shall
report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable law, such information and the Master
Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness of indebtedness and abandonment
and foreclosure to the extent such information has been provided to the Master Servicer by the Special Servicer. Upon request, the Master
Servicer shall deliver a copy of any such report to the Trustee and the Certificate Administrator.




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(g)              
 The Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of the maintenance
of an action to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms of the Mortgage Loan
(and if applicable, the related Companion Loan) permit such an action.


(h)              
The Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery Determination
in respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan or any REO Property
(other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall be evidenced by an Officer’s
Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Risk Retention Consultation
Party (in each case, other than with respect to any Excluded Loan) and the Master Servicer and in no event later than the next succeeding
P&I Advance Determination Date.


Section 3.10       
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a)  Upon the payment in full of any Mortgage Loan
(other than a Non-Serviced Mortgage Loan), or the receipt by the Master Servicer or the Special Servicer, as the case may be, of a
notification that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer or Special Servicer,
as the case may be, will promptly notify the Trustee and the Custodian and request delivery of the related Mortgage File. Any such notice
and request shall be in the form of a Request for Release signed by a Servicing Officer and shall include a statement to the effect that
all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Account pursuant
to Section 3.04(a) or remitted to the Master Servicer to enable such deposit, have been or will be so deposited. Within seven
(7) Business Days (or within such shorter period as release can reasonably be accomplished if the Master Servicer or the Special Servicer
notifies the Custodian of an exigency) of receipt of such notice and request, the Custodian shall release the related Mortgage File to
the Master Servicer or Special Servicer, as the case may be; provided that in the case of the payment in full of a Serviced Companion
Loan or its related Mortgage Loan, the related Mortgage File shall not be released by the Custodian unless the related Serviced Whole
Loan is paid in full. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable
to the Collection Account.


(b)              
From time to time as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) (and any related Companion Loan), the Master Servicer or the Special Servicer shall deliver to the Custodian a Request for Release
signed by a Servicing Officer. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File or any document therein to
the Master Servicer or the Special Servicer (or a designee), as the case may be. Upon return of such Mortgage File or such document to
the Custodian, or the delivery to the Trustee and the Custodian of a certificate of a Servicing Officer of the Master Servicer or the
Special Servicer, as the case may be, stating that such Mortgage Loan (and, in the case of a Serviced Whole Loan, the related Companion
Loan), was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited
into the Collection Account (including amounts related to the related Companion Loan, if applicable) pursuant to Section 3.04(a)
have been or will be so deposited, or that such Mortgage Loan has become an REO Property, a copy of the Request for Release shall




    	 	-215-	 



     


    

be released by the Custodian to the Master
Servicer or the Special Servicer (or a designee), as the case may be, with the original being released upon termination of the Trust.


(c)              
Within seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the Special Servicer
notifies the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the Special Servicer any court pleadings,
requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property
or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note (including any note evidencing a related
Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note
or Mortgage or otherwise available at law or in equity. The Special Servicer shall be responsible for the preparation of all such documents
and pleadings. When submitted to the Trustee for signature, such documents or pleadings shall be accompanied by a certificate of a Servicing
Officer requesting that such pleadings or documents be executed by the Trustee and certifying as to the reason such documents or pleadings
are required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage,
except for the termination of such a lien upon completion of the foreclosure or trustee’s sale. The Trustee shall not be required
to review such documents for their sufficiency or enforceability.


(d)              
If, from time to time, pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced
PSA, and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer requests
delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian shall release or cause the release
of such original Mortgage Note to such Non-Serviced Master Servicer or its designee.


Section 3.11       
Servicing Compensation. (a)  As compensation for its activities hereunder, the Master Servicer shall be entitled
to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO
Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a
“specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan, Companion Loan and REO Loan, the
Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance
of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage
Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period
respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed.
The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with
respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan
continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee
shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan
basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as
otherwise provided by Section 3.05(a). The Master Servicer




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shall be entitled to recover unpaid Servicing
Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds,
Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a).
Except as set forth in the next two sentences, the third paragraph of this Section 3.11(a), Section 6.03, Section 6.05
and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection
with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the
terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from
amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement.


The Master Servicer shall
be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a), additional
servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent
collected from the related Mortgagor: (i) 100% of any defeasance fees actually collected during the related Collection Period in
connection with the defeasance of a Mortgage Loan or Serviced Whole Loan, if applicable (provided, that for the avoidance of doubt,
any such defeasance fee shall not include any Modification Fees in connection with a defeasance with respect to any Major Decisions or
Special Servicer Decisions); (ii) (x) 100% of Excess Modification Fees related to any modifications, waivers, extensions, amendments or
similar fees of any Non-Specially Serviced Loans (including any related Serviced Companion Loans, to the extent not prohibited by the
related Intercreditor Agreement) to the extent such action is neither a Major Decision nor a Special Servicer Decision and (y) 50% of
Excess Modification Fees related to Non-Specially Serviced Loans to the extent such action is (i) a Major Decision or an item under clause
(v) or sub-clause (ix)(i) or (ix)(ii) of the definition of “Special Servicer Decision” (in each case, regardless of who processes
such action) or (ii) a Special Servicer Decision processed by the Master Servicer (provided, however, that the Master Servicer
shall receive 0% of any COVID Modification Fees); (iii) (x) 100% of assumption fees, earnout fees and other similar fees collected during
the related Collection Period with respect to Non-Specially Serviced Loans (and any related Serviced Companion Loan) in connection with
a consent, approval or other action to the extent such action is neither a Major Decision nor a Special Servicer Decision, and (y) 50%
of assumption fees, earnout fees or other similar fees and other similar items collected during the related Collection Period with respect
to Non-Specially Serviced Loans (and any related Serviced Companion Loan) in connection with a consent, approval or other action to the
extent such action is (i) a Major Decision or an item under clause (v), or sub-clauses (ix)(i) or (ii) of the definition of “Special
Servicer Decision” (in each case, regardless of who processes such consent, approval or other action) or (ii) a Special Servicer
Decision processed by the Master Servicer; (iv) 100% of assumption application fees and other similar fees collected during the related
Collection Period with respect to Mortgage Loans (and any related Serviced Companion Loan) to the extent such action is (i) a Major Decision
or (ii) a Special Servicer Decision processed by the Master Servicer; for which the Master Servicer is processing the underlying assumption
transaction (whether or not consent of the Special Servicer is required); (v) (x) 100% of consent fees on Non-Specially Serviced Loans
(and any related Serviced Companion Loan) in connection with a consent that involves no modification, waiver or amendment of the terms
of any Mortgage Loan (or Serviced Companion Loan, as applicable) and is paid in connection with a consent that is neither a Special Servicer
Decision nor a Major




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Decision, and (y) 50% of consent fees on Non-Specially
Serviced Loans (and any related Serviced Companion Loan) in connection with a consent that involves no modification, waiver or amendment
of the terms of any Mortgage Loan (or Serviced Companion Loan, as applicable) and is paid in connection with a consent that is either
a Special Servicer Decision which the Master Servicer is processing or a Major Decision or an item under clause (v), or sub-clauses (ix)(i)
or (ii) of the definition of “Special Servicer Decision” (in each case, regardless of who processes such consent, approval
or other action); (vi) with respect to accounts held by the Master Servicer, any and all amounts collected for checks returned for insufficient
funds on all Mortgage Loans and any Serviced Companion Loan and reasonable review fees in connection with any Mortgagor request to the
extent such review fees are not prohibited under the related Mortgage Loan documents, in each case only to the extent actually paid by
or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection Account or the Companion Distribution
Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer
shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d);
(ii) 100% of charges for beneficiary statements or demands actually paid by the related Mortgagors relating to the accounts held by the
master servicer pursuant to this Agreement or the Mortgage Loan documents; (iii) interest or other income earned on deposits in the Investment
Accounts maintained by the Master Servicer, in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings,
if any, with respect to any such Investment Account for each Collection Period and, further, in the case of the Servicing Account, only
to the extent such interest or other income is not required to be paid to any Mortgagor under applicable law or under the related Mortgage
Loan) 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 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.


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, the Master Servicer
and the Special Servicer shall each have the right, but not any obligation, to reduce or elect not to charge or waive only its respective
portion of such fee; provided that (A) neither the Master Servicer nor the Special Servicer shall have the right to reduce
or elect not to charge or waive the portion of any such fee due to the other and (B) to the extent either the Master Servicer or
the Special Servicer exercises its right to reduce or elect not to charge or waive its respective portion in any such fee, the party that
reduced, waived or elected not to charge its respective portion of such fee shall not have any right to share in any part of the other
party’s portion of such fee. If the Master Servicer decides not to charge any fee, 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.




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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 Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced
by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor
master servicer that meets the requirements of Section 6.05 and who requires market rate servicing compensation that accrues at
a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its
terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay any Transferable Servicing
Interest to the holder of such Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive
payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank,
National Association as the Master Servicer hereunder (subject to reduction pursuant to the preceding sentence).


(b)              
As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with
respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced
Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the
Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Loan or REO Loan,
as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans, as the case may be,
and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such
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)(x) 100% of all Excess Modification
Fees, ancillary fees (other than fees for insufficient or returned checks), review fees, transfer fees or waiver fees (a) earned in connection
with a Special Servicer Decision on a Mortgage Loan (and any related Serviced Companion Loan) that is not a Specially Serviced Loan, where
the Special Servicer processes the related Special Servicer Decision (other than any Special Servicer Decision under clause (v), or sub-clause
(ix)(i) or (ix)(ii) of the definition of “Special Servicer Decision”, with respect to which each of the Master Servicer and
Special Servicer shall be entitled to 50% of the fees earned regardless of who processes such decision), (b) earned in connection with
any Specially Serviced Loan (and any related Serviced Companion Loan) or successor REO Loan and any related Companion Loan and/or (c)
collected with respect to any COVID Modification; (ii) 50% of




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Excess Modification Fees (other than COVID
Modification Fees) collected during the related Collection Period with respect to Non-Specially Serviced Loans (and any related Serviced
Companion Loan) in connection with a Special Servicer Decision processed by the Master Servicer or a Major Decision; (iii)(x) 100% of
assumption fees, earnout fees and other similar fees collected during the related Collection Period with respect to Specially Serviced
Loans (and any related Serviced Companion Loan), and (y) 50% of assumption fees and earnout fees and other similar items collected during
the related Collection Period with respect to Non-Specially Serviced Loans (and any related Serviced Companion Loan) in connection with
a consent, approval or other action that is a Special Servicer Decision processed by the Master Servicer or a Major Decision or an item
under clause (v), or sub-clauses (ix)(i) or (ii) of the definition of “Special Servicer Decision” (in each case, regardless
of who processes such consent, approval or other action); (iv) 100% of assumption application fees and other similar fees collected during
the related Collection Period with respect to Mortgage Loans (and any related Serviced Companion Loan, if applicable) for which the Special
Servicer is processing the underlying assumption transaction; (v)(x) 100% of consent fees on Specially Serviced Loans (and any related
Serviced Companion Loan) in connection with a consent that involves no modification, waiver or amendment of the terms of any Mortgage
Loan (or Serviced Companion Loan, as applicable), or that are Mortgages Loans that are not Specially Serviced Loans in connection with
a consent that involves no modification, waiver or amendment of the terms of any Mortgage Loan (or Serviced Companion Loan, as applicable)
that is a Special Servicer Decision processed by the Special Servicer and (y) 50% of consent fees on Non-Specially Serviced Loans (and
any related Serviced Companion Loan) in connection with a consent that involves no modification, waiver or amendment of the terms of any
Mortgage Loan (or Serviced Companion Loan, as applicable) and is paid in connection with a consent that involves a Special Servicer Decision
processed by the Master Servicer or a Major Decision or an item under clause (v), or sub-clauses (ix)(i) or (ix)(ii) of the definition
of “Special Servicer Decision” (in each case, regardless of who processes such consent, approval or other action); (vi) 100%
of charges for beneficiary statements or demands actually paid by the Mortgagors relating to the accounts held by the Special Servicer
pursuant to this Agreement or the Mortgage Loan documents; (vii) with respect to the accounts held by the Special Servicer, 100% of charges
by the Special Servicer collected for checks returned for insufficient funds, and (viii) Penalty Charges paid by the Mortgagors and accrued
while the related Mortgage Loans were Specially Serviced Loans to the extent provided in Section 3.11(d) (excluding Special Servicing
Fees, Liquidation Feeds and Workout Fees). Subject to Section 3.11(d), the Special Servicer shall also be entitled to additional
servicing compensation in the form of interest or other income earned on deposits relating to the Trust Fund in the REO Account and the
Loss of Value Reserve Fund in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with
respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related
to such Distribution Date). In addition, the Special Servicer shall be entitled to charge any Mortgagor for, and retain as additional
servicing compensation (other than with respect to any Non-Serviced Mortgage Loan), reasonable review fees in connection with any Mortgagor
request to the extent such review fees are not prohibited under the related Mortgage Loan documents, and are actually paid by or on behalf
of the related Mortgagor. The Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee
equal to the lesser of (i) the amount calculated with respect to each Corrected Loan at the Workout Fee Rate on such Corrected Loan for
so long as it remains a Corrected Loan and




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(ii) $1,000,000 in the aggregate with respect
to any particular workout of a Corrected Loan; provided, however, that after receipt by the Special Servicer of Workout
Fees with respect to such Corrected Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced by
the Excess Modification Fee Amount; provided, further, however, that in the event the Workout Fee collected over
the course of such workout calculated at the Workout Fee Rate is less than $25,000, then the Special Servicer shall be entitled to an
amount from the final payment on the related Corrected Loan (including any related Serviced Companion Loan) that would result in the total
Workout Fees payable to the Special Servicer in respect of that Corrected Loan (including any related Serviced Companion Loan) equal to
$25,000. The Workout Fee shall be reduced (but not below zero) pursuant to the preceding sentence with respect to each collection on such
Corrected Loan from which fee would otherwise be payable until an amount equal to such Excess Modification Fee Amount has been deducted
in full. The Workout Fee with respect to any Corrected Loan will cease to be payable if such loan again becomes a Specially Serviced Loan;
provided that a new Workout Fee will become payable if and when such Specially Serviced Loan again becomes a Corrected Loan. The Special
Servicer shall not be entitled to any Workout Fee with respect to a Non-Serviced Mortgage Loan. If the Special Servicer is terminated
(other than for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans
or any related Companion Loan that became Corrected Loans prior to the time of that termination or resignation except the Workout Fees
will no longer be payable if the Corrected Loan subsequently becomes a Specially Serviced Loan. If the Special Servicer resigns or is
terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced Loans for which the resigning or terminated
Special Servicer had determined to grant a forbearance or cured the event of default through a modification, restructuring or workout
negotiated by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or
was terminated become a Corrected Loan solely because the Mortgagor had not made three consecutive timely Periodic Payments and which
subsequently becomes a Corrected Loan as a result of the Mortgagor making such three consecutive timely Periodic Payments. The successor
special servicer shall not be entitled to any portion of such Workout Fees. The Special Servicer shall not be entitled to receive any
Workout Fees after termination for cause. A Liquidation Fee shall be payable with respect to each Specially Serviced Loan (other than
a Non-Serviced Mortgage Loan) or REO Property (other than a Non-Serviced Mortgaged Property) as to which the Special Servicer receives
any Liquidation Proceeds or Insurance and Condemnation Proceeds subject to the exceptions set forth in the definition of Liquidation Fee
(such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds). If, however, Liquidation Proceeds
or Insurance and Condemnation Proceeds are received with respect to any Corrected Loan and the Special Servicer is properly entitled to
a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds and Insurance and Condemnation
Proceeds that constitute principal and/or interest on such Mortgage Loan. Notwithstanding anything herein to the contrary, the Special
Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect to proceeds on any Mortgage
Loan. Notwithstanding the foregoing, with respect to any Companion Loan, the Liquidation Fee, Workout Fee and Special Servicing Fees,
if any, will be computed as provided in the related Intercreditor Agreement or to the extent such Intercreditor Agreement is silent or
refers to this Agreement or indicates such fees are paid in accordance with this Agreement, as provided herein as though such Companion
Loan were a Mortgage Loan. Subject to Section




    	 	-221-	 



     


    

3.11(d), the Special Servicer will
also be entitled to additional fees in the form of Penalty Charges. The Special Servicer shall be required to pay out of its own funds
all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts,
other than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance
Policy obtained by it insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not expressly
payable directly out of the Collection Account or the REO Account, and the Special Servicer shall not be entitled to reimbursement therefor
except as expressly provided in this Agreement.


With respect to any of the
preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof, the Master Servicer
and the Special Servicer shall each have the right in their sole discretion, but not any obligation, to reduce or elect not to charge
or waive only its respective portion of such fee; provided that (A) neither the Master Servicer nor the Special Servicer shall
have the right to reduce or elect not to charge or waive the portion of any such fee due to the other and (B) to the extent either
the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge or waive only its respective portion
in any such fee, the party that reduced, waived or elected not to charge its respective portion of such fee shall not have any right to
share in any part of the other party’s portion of such fee.  If the Master Servicer decides not to charge any fee, 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, 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 Special Servicer, as applicable, with respect to Penalty Charges, on
any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any
related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master Servicer, the
Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable (and, in connection
with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer
or the applicable Non-Serviced Trustee for interest on the Servicing Advances made by any such party with respect to a Non-Serviced
Whole Loan pursuant to the applicable Non-Serviced PSA, to the extent not prohibited by the applicable Non-Serviced Intercreditor
Agreement) due on such Distribution Date, (ii) the Trust for all interest on Advances previously paid to the Master Servicer or the
Trustee pursuant to Section 3.05(a)(vi) hereof (and, in connection with a Non-Serviced Mortgage Loan, the related trust
for all interest on Servicing Advances reimbursed by such trust to any party under the applicable Non-Serviced PSA, which resulted in
an additional expense for the Trust, to the extent not prohibited by the applicable Non-Serviced Intercreditor Agreement) with respect
to such Mortgage Loan or related Companion Loan, if applicable and (iii) the Trust for all additional expenses of the Trust (other
than Special Servicing Fees, Workout Fees and Liquidation Fees), including without limitation, inspections by the Special Servicer and
all unpaid Advances




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incurred since the Closing Date with respect
to such Mortgage Loan. Penalty Charges (other than with respect to a Non-Serviced Mortgage Loan, which shall be payable as additional
servicing compensation under the related Non-Serviced PSA) remaining thereafter shall be distributed to the Master Servicer, if and to
the extent accrued while such Mortgage Loan and any related Companion Loan was a Non-Specially Serviced Loan, and to the Special Servicer,
if and to the extent accrued on such Mortgage Loan during the period such Mortgage Loan was a Specially Serviced Loan or REO Loan. Any
Penalty Charges paid or payable as additional servicing compensation to the Master Servicer and the Special Servicer shall be distributed
between the Master Servicer and the Special Servicer, on a pro rata basis, based on the Master Servicer’s and Special Servicer’s
respective entitlements to such compensation described in the previous sentence. Notwithstanding the foregoing, Penalty Charges with respect
to any Companion Loan will be allocated pursuant to the applicable Intercreditor Agreement after payment of all related Advances and interest
thereon and additional expenses of the Trust in accordance with this Section 3.11(d).


If a Servicing Shift Whole
Loan becomes a Specially Serviced Loan prior to the applicable Servicing Shift Date, the Special Servicer shall service and administer
such Servicing Shift Whole Loan and any related REO Property in the same manner as any other Specially Serviced Loan or Serviced REO Property
and shall be entitled to all rights and compensation earned with respect to such Serviced Whole Loan as the Special Servicer of such Serviced
Whole Loan. With respect to a Servicing Shift Mortgage Loan, prior to the applicable Servicing Shift Date, no other special servicer shall
be entitled to any such compensation or have such rights and obligations. If a Servicing Shift Whole Loan is still a Specially Serviced
Loan on the applicable Servicing Shift Date, the Non-Serviced Special Servicer and the Special Servicer shall be entitled to compensation
with respect to such Servicing Shift Whole Loan as if the Special Servicer were being terminated as the Special Servicer with respect
to such Servicing Shift Whole Loan and the Non-Serviced Special Servicer were replacing the Special Servicer as the successor Special
Servicer with respect to such Servicing Shift Whole Loan.


(e)              
With respect to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer within
two (2) Business Days following the Determination Date, and the Master Servicer shall deliver, to the extent it has received, to the Certificate
Administrator, without charge and on the P&I Advance Date, an electronic report (which may include HTML, Word or Excel compatible
format, clean and searchable PDF format or such other format as mutually agreeable between the Certificate Administrator and the Special
Servicer) that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or
any of its Affiliates, if any, with respect to such Distribution Date; provided that no such report shall be due in any month during
which no Disclosable Special Servicer Fees were received.


(f)               
The Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor in respect
of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout or foreclosure
of any Mortgage Loan, the management or disposition of any REO Property, or the




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performance of any other special servicing
duties under this Agreement, other than as expressly provided in this Section 3.11; provided that such prohibition
shall not apply to Permitted Special Servicer/Affiliate Fees.


(g)              
Pursuant to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions
set forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master Servicer
in writing at least two (2) Business Days prior to the P&I Advance Date) the CREFC® Intellectual Property Royalty License
Fee on a monthly basis. The Master Servicer shall withdraw from the Collection Account and, to the extent sufficient funds are on deposit
therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC® in accordance with Section 3.05(a)(xii)
on a monthly basis, from funds on deposit in the Collection Account.


Section 3.12       
Inspections; Collection of Financial Statements. (a)  The Master Servicer shall perform (at its own expense),
or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other
than a Non-Serviced Mortgage Loan or a Specially Serviced Loan or an REO Property) with a Stated Principal Balance of (i) $2,000,000
or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in
each case, commencing in the calendar year 2023; provided, however, that if a physical inspection has been performed by
the Special Servicer in the previous twelve (12) months and the Master Servicer has no knowledge of a material change in the Mortgaged
Property since such physical inspection, the Master Servicer will not be required to perform or cause to be performed, such physical inspection;
provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan,
the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage
Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The
cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense
of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from
the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect
to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect
to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced
Pari Passu Companion Loan, in accordance with their respective Stated Principal Balances, or (ii) with respect to a Serviced AB Whole
Loan, first, from the related AB Subordinate Companion Loan and then, pro rata and pari passu, from the related
Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan (if any), in accordance with the respective Stated Principal
Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any
amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion
Loan), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall
prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property
to the extent evident from the inspection and specifying the existence of (i) any vacancies at the Mortgaged




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Property that the preparer of such report has
knowledge of and the Master Servicer or Special Servicer, as applicable, deems material, (ii) any sale, transfer or abandonment of
the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse
change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection,
and that the Master Servicer or Special Servicer, as applicable, deems material, (iv) any visible material waste committed on the
Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs
of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall deliver or, if applicable, make available on
its website a copy (in electronic format) of each such report prepared by the Special Servicer or the Master Servicer, as applicable,
to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event
and (ii) other than with respect to any Excluded Loan) and to the Trustee within seven (7) Business Days after the later of (i) the
completion of such report or (ii) the Special Servicer’s or the Master Servicer’s, as applicable, receipt of such report;
provided, that the Special Servicer or the Master Servicer, as applicable, shall use reasonable efforts to obtain such report within
30 days after completion of the related inspection. Within five (5) Business Days after request for copies of such reports by the Rating
Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of
each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting
to the 17g-5 Information Provider’s Website. In respect of any Mortgage Loan other than an Excluded Loan that is a Specially
Serviced Loan and prior to the occurrence and continuance of a Consultation Termination Event, the Master Servicer shall deliver or make
available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which
request may state that such items may be delivered until further notice).


(b)              
The Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially
Serviced Loan shall make reasonable efforts to collect promptly from each related Mortgagor quarterly and annual operating statements,
financial statements, budgets and rent rolls of the related Mortgaged Property commencing with the calendar quarter ending September 30,
2022 and the calendar year ending on December 31, 2022, and the quarterly and annual financial statements of such Mortgagor and review
such items in connection with the preparation of the CREFC® Operating Statement Analysis Reports and CREFC®
NOI Adjustment Worksheets, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents
and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan),
if delivery of such items is required pursuant to the terms of the related Mortgage Loan (and each Serviced Companion Loan) documents.
The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if
the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the
Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of
each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items
to the Master Servicer within ten (10) Business Days of receipt, and the Master Servicer shall make available on its website copies of
all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor,
in electronic format, in each case within sixty (60) days of its receipt thereof,




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but in no event, in the case of annual statements,
later than June 30 of each year commencing June 30, 2023. Upon the request of any Privileged Person (other than the NRSROs)
to receive copies of such items, the Master Servicer shall deliver or make available electronic copies of such items to the Certificate
Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO to receive copies of any portion
of such items, the Master Servicer or the Special Servicer, as applicable, shall deliver or make available additional copies of the requested
items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c).


Within forty-five (45) days
after receipt by the Master Servicer, with respect to all Non-Specially Serviced Loans it is responsible for servicing hereunder, or the
Special Servicer with respect to Specially Serviced Loans and REO Properties (other than any Non-Serviced Mortgaged Property), of any
quarterly and annual operating statements or rent rolls beginning with the quarter ending September 30, 2022 (if the related Mortgagor
provides sufficient information to report pursuant to CREFC® guidelines) and the calendar year ending December 31, 2022
with respect to any Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or REO Property, such Master
Servicer or Special Servicer, as applicable, shall, based upon such operating statements or rent rolls received, prepare (or, if previously
prepared, update) the analysis of operations and the CREFC® NOI Adjustment Worksheet and the CREFC® Operating
Statement Analysis Report; provided that any such CREFC® Operating Statement Analysis Report and/or CREFC®
NOI Adjustment Worksheet shall not be required to be prepared or updated with respect to year-end or the first calendar quarter of
each year to the extent provided by the then-current CREFC® Investor Reporting Package. Upon the occurrence and continuation
of a Servicing Transfer Event, the Master Servicer shall provide the Special Servicer with all prior CREFC® Operating Statement
Analysis Reports and CREFC® NOI Adjustment Worksheets for the related Mortgage Loan (including underwritten figures), and
the Special Servicer’s obligations hereunder shall be subject to its having received all such reports. The Master Servicer (with
respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall,
upon request of any Rating Agency (which request may be made directly to the Master Servicer or the Special Servicer, as applicable, concurrently
with posting such request on the 17g-5 Information Provider’s Website via the Rating Agency Q&A Forum and Document Request Tool),
deliver or make available copies electronically of operating statements and rent rolls received from any Mortgagor to the 17g-5 Information
Provider pursuant to Section 3.13(c) and 3.13(d), and the Master Servicer and Special Servicer shall, upon request, make
available to the other and (prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder electronically
monthly copies of all the foregoing items so collected thereby. All CREFC® Operating Statement Analysis Reports and CREFC®
NOI Adjustment Worksheets shall be maintained by the Master Servicer with respect to each Mortgaged Property (other than a Non-Serviced
Mortgaged Property) and REO Property (other than any Non-Serviced Mortgaged Property), and the Master Servicer shall deliver or make
available copies (in electronic format) thereof and the related operating statements or rent rolls (in each case, promptly following the
initial preparation and each material revision thereof) upon request of the Certificate Administrator to the Certificate Administrator
(notwithstanding the Certificate Administrator’s receipt of the same pursuant to Section 3.12(b)) and upon request of a Rating
Agency to the 17g-5 Information Provider (and the 17g-5 Information Provider shall post all such items to the 17g-5 Information Provider’s
Website), and, upon request of any of the following, shall make such




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items available to the Operating Advisor, the
Directing Certificateholder, and with respect to any Serviced Companion Loan, the related Companion Holder and the Special Servicer. The
Master Servicer shall maintain a CREFC® Operating Statement Analysis Report and a CREFC® NOI Adjustment
Worksheet with respect to each Mortgaged Property (other than a Non-Serviced Mortgaged Property) or REO Property (other than a Non-Serviced
Mortgaged Property).


(c)              
At or before 2:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or
cause to be delivered to the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder,
the CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation Reports, CREFC®
Loan Modification Reports and CREFC® REO Liquidation Reports with respect to the Specially Serviced Loans (excluding, for
the Directing Certificateholder, any Excluded Loans) and any REO Properties (other than a Non-Serviced Mortgaged Property), providing
the information required of the Special Servicer in an electronic format, reasonably acceptable to the Master Servicer as of the Business
Day preceding such Determination Date, which CREFC® Special Servicer Loan File shall include data, to enable the Master
Servicer to produce the following supplemental CREFC® reports: (i) a CREFC® Delinquent Loan Status
Report, (ii) a CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (iii) a CREFC®
REO Status Report, (iv) a CREFC® Comparative Financial Status Report and (v) a CREFC® NOI Adjustment
Worksheet and a CREFC® Operating Statement Analysis Report, in each case with the supporting financial statements, budgets,
operating statements and rent rolls submitted by the Mortgagor.


(d)              
Not later than 5:00 p.m. (New York City time) on the P&I Advance Date beginning July 2022, the Master Servicer shall prepare
(if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator the following
reports and data files with respect to the Mortgage Loans: (A) to the extent the Master Servicer has received the CREFC®
Special Servicer Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) CREFC®
Loan Setup File (with respect to the first Distribution Date), (C) the most recent CREFC® Property File, and CREFC®
Comparative Financial Status Report (in each case incorporating the data required to be included in the CREFC® Special
Servicer Loan File pursuant to Section 3.12(c) by the Special Servicer and Master Servicer), (D) a CREFC®
Servicer Watch List with information that is current as of such Determination Date, (E) CREFC® Financial File, (F) CREFC®
Loan Level Reserve/LOC Report, (G) the CREFC® Advance Recovery Report, (H) CREFC® Total Loan Report
and (I) the report on Disclosable Special Servicer Fees delivered pursuant to Section 3.11(e) to the extent received from
the Special Servicer, if any. Additionally, not later than 5:00 p.m. (New York City time) on the P&I Advance Date beginning July
2022, the Master Servicer shall deliver or cause to be delivered in electronic format to the Certificate Administrator any applicable
CREFC® Loan Liquidation Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation
Reports received from the Special Servicer. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution
Date beginning in July 2022, the Master Servicer shall deliver or cause to be delivered to the Certificate Administrator via electronic
format the CREFC® Loan Periodic Update File and the CREFC® Appraisal Reduction Amount Template, to the extent received by the
Master Servicer from the Special Servicer. In no event shall any report described in this




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subsection be required to reflect information
that has not been collected by or delivered to the Master Servicer, or any payments or collections not received by the Master Servicer,
as of the close of business on the Business Day prior to the Business Day on which the report is due. In no event shall any report described
in this subsection be required to reflect information that has not been collected by or delivered to the Master Servicer, or any payments
or collections not received by the Master Servicer, as of the close of business on the Business Day prior to the Business Day on which
the report is due.


Not later than 5:00 p.m.
(New York City time) two (2) calendar days following each Distribution Date (provided that if the second calendar day is not a Business
Day, then the immediately succeeding Business Day) beginning July 2022, the Master Servicer shall deliver to the Certificate Administrator
the CREFC® Schedule AL File in EDGAR-Compatible Format; provided, that the Master Servicer shall have no obligation
to prepare or deliver any such CREFC® Schedule AL File or Schedule AL Additional File unless the Depositor has delivered
the items required by Section 2.01(i) in both EDGAR-Compatible Format and Excel Format. If the CREFC® Schedule AL
File is not provided by 5:00 p.m. (New York City time) on the date specified in the immediately preceding sentence, the Certificate Administrator
shall request such CREFC® Schedule AL File from the Master Servicer via email at NoticeAdmin@midlandls.com, with a copy
to the Depositor at daniel.vinson@barclays.com. In preparing the CREFC® Schedule AL File and any Schedule AL Additional
File for any given Distribution Date, and without any due diligence, investigation or verification, the Master Servicer shall be entitled
to conclusively rely, absent manifest error, on the content, completeness, accuracy and compliance with any applicable requirements of
Items 1111(h) and 1125 of Regulation AB and Item 601(b) of Regulation S-K under the Securities Act as in effect on the Closing Date of
the Initial Schedule AL File, Initial Schedule AL Additional File and the Annex A-1 to the Prospectus. The Master Servicer may concurrently
with the delivery of the related CREFC® Schedule AL File, deliver any related Schedule AL Additional File in EDGAR-Compatible
Format to the Certificate Administrator. The CREFC® Schedule AL File and the Schedule AL Additional File shall each be
a single file. Neither the Certificate Administrator nor the Master Servicer shall be required to combine multiple CREFC®
Schedule AL Files or Schedule AL Additional Files, unless, solely with respect to the Master Servicer, multiple Sub-Servicers prepare
and submit such CREFC® Schedule AL Files or Schedule AL Additional Files to the Master Servicer. The Certificate Administrator
shall not be required to review, redact, reconcile, edit or verify the content, completeness or accuracy of the information contained
in any CREFC® Schedule AL File or any Schedule AL Additional File. The Certificate Administrator shall not be deemed to
have actual knowledge of the contents of any CREFC® Schedule AL File or Schedule AL Additional File solely by its receipt
thereof.


In the absence of manifest
error, the Master Servicer shall be entitled to conclusively rely upon, without investigation or inquiry, any information and reports
delivered to it by any third party, and the Certificate Administrator shall be entitled to conclusively rely upon the Master Servicer’s
reports and the Special Servicer’s reports and any information provided by the Trustee, without any duty or obligation to recompute,
verify or recalculate any of the amounts and other information stated therein.


(e)              
The Special Servicer shall deliver or make available to the Master Servicer the reports and information required of the Special
Servicer pursuant to Section 3.12(b) and




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Section 3.12(c), and the Master
Servicer shall deliver or make available to the Certificate Administrator the reports and data files set forth in Section 3.12(d).
The Master Servicer may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant
to Section 3.12(b) and Section 3.12(c). The Certificate Administrator may, absent manifest error, conclusively
rely on the reports and/or data to be provided by the Master Servicer pursuant to Section 3.12(d). In the case of information or
reports to be furnished by the Master Servicer to the Certificate Administrator pursuant to Section 3.12(d), to the extent that
such information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(b)
or Section 3.12(c) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to
Section 3.12(b) or Section 3.12(c), the Master Servicer shall have no obligation to provide such information or
reports to the Certificate Administrator until it has received the requisite information or reports from the Special Servicer, and the
Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(d) caused by
the Special Servicer’s failure to timely provide any information or report required under Section 3.12(b) or Section 3.12(c)
of this Agreement.


(f)               
Notwithstanding the foregoing, however, the failure of the Master Servicer or Special Servicer to disclose any information otherwise
required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent
the Master Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special
Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of
information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and Special Servicer may disclose any such
information or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing
Standard. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate
in its reasonable discretion (without suggesting liability on the part of any other party hereto).


(g)              
Unless otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver or make available
any statement, report or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case
may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering
such statement, report or information in a commonly used electronic format or (z) except with respect to information to be provided
to the Directing Certificateholder prior to the occurrence of a Consultation Termination Event, making such statement, report or information
available on the Master Servicer’s Internet website (with respect to items delivered by the Master Servicer) or the Certificate
Administrator’s Website, unless this Agreement expressly specifies a particular method of delivery.


Notwithstanding anything
to the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required statements, reports or other
information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator and the Master
Servicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically deliver a paper copy
of any such statement, report or information as a temporary measure due to system problems, however, copies in electronic format shall
follow upon the correction of such system problems.






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Section 3.13       
Access to Certain Information. (a)  Each of the Master Servicer and the Special Servicer shall provide or
cause to be provided to the Certificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller
and to any Certificateholder that is a federally insured financial institution, the OCC, the FDIC, the Board of Governors of the Federal
Reserve System of the United States of America and the supervisory agents and examiners of such boards and such corporations, and any
other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, and to
each Holder of a Non-Registered Certificate, access to any documentation or information regarding the Mortgage Loans (other than any
Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that is a portion of a Serviced Whole Loan, the related Companion Loan,
and the Trust within its control which may be required by applicable law. At the election of the Master Servicer, the Special Servicer
or the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information
as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require
payment (other than from the Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf
of the Certificateholders, as applicable) of a sum sufficient to cover the reasonable out-of-pocket costs incurred by it in making
such copies. Such access shall (except as described in the preceding sentence) be afforded without charge but only upon reasonable prior
written request and during normal business hours at the offices of the Certificate Administrator or the Custodian.


The failure of the Master
Servicer or Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality obligation
shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to this Section 3.13,
the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it
is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided
by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the
execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through”
confidentiality agreement if such information is being provided through the Master Servicer’s or the Special Servicer’s Internet
website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items
of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or
the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding
any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information
otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the extent that
the Master Servicer or the Special Servicer, as the case may be, determines, in its reasonable good faith judgment consistent with the
applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan
document prohibiting disclosure of information with respect to the Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute
a waiver of the attorney-client privilege on behalf of the Trust or the Trust or otherwise materially harm the Trust or the Trust.
Without limiting the generality of the foregoing, the Master Servicer or Special Servicer may refrain from disclosing




    	 	-230-	 



     


    

information that it reasonably determines would
prejudice the interest of the Certificateholders with respect to a workout or exercise of remedies as to any particular Mortgage Loan.


Notwithstanding the limitation
set forth in the next succeeding paragraph, but subject to the last sentence of the immediately preceding paragraph, upon the reasonable
request of any Certificateholder (or with respect to any AB Subordinate Companion Loan related to a Serviced AB Whole Loan, the holder
of such AB Subordinate Companion Loan) that is a Privileged Person identified to the Master Servicer’s reasonable satisfaction,
the Master Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans)
shall provide (or make available electronically) (at the expense of such Certificateholder or holder of such AB Subordinate Companion
Loan, as applicable) copies of any appraisals, operating statements, rent rolls and financial statements (in each case, solely relating
to the related Serviced Whole Loan, if requested by the holder of the an AB Subordinate Companion Loan) obtained by the Master Servicer
or the Special Servicer, as the case may be; provided that, in connection therewith, the Master Servicer or the Special Servicer,
as applicable, may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable
to the Master Servicer or the Special Servicer, as applicable, generally to the effect that such Person is a Holder of Certificates, a
beneficial holder of Book-Entry Certificates (or an investment advisor for a Certificateholder or beneficial holder of Book-Entry
Certificates) or holder of such AB Subordinate Companion Loan and a Privileged Person and will keep such information confidential and
shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder
or holder of such AB Subordinate Companion Loan, as applicable, may have under the Trust. Upon the request of any Privileged Person (other
than the NRSROs) to receive copies of annual operating statements, budgets and rent rolls either collected by the Master Servicer or the
Special Servicer or caused to be prepared by the Special Servicer in respect of each REO Property, the Master Servicer shall deliver or
make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s
Website. For the avoidance of doubt, the Master Servicer shall not make any Asset Status Reports available to any Certificateholders on
its website. None of the parties to this Agreement shall provide any Asset Status Report or any Final Asset Status Report to the Certificate
Administrator.


Notwithstanding anything
to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as specifically provided
for herein with respect to the Directing Certificateholder), unless required by applicable law or court order, no Certificateholder (except,
with respect to a Mortgage Loan Seller, to the extent necessary for such party to comply with its obligations under the related Mortgage
Loan Purchase Agreement, and except for the Master Servicer and the Certificate Administrator, acting in such capacities) or beneficial
owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files.


(b)              
The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date
Statements, Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available to
the general public) via the Certificate Administrator’s Website, the following items,




    	 	-231-	 



     


    

in each case, to the extent such items were
prepared by or delivered to the Certificate Administrator in electronic format:


(i)               
The following documents, which will initially be made available under a tab or heading designated “deal documents”:


(A)            
the Prospectus and any other disclosure document relating to the Offered Certificates, in the form most recently provided to the
Certificate Administrator by the Depositor or by any Person designated by the Depositor;


(B)             
this Agreement and any amendments and exhibits hereto;


(C)             
each Sub-Servicing Agreement delivered to the Certificate Administrator on and after the Closing date;


(D)            
the Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


(E)             
the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator;


(ii)              
the following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


(A)            
any reports on Forms 10-D, 10-K, 8-K and ABS-EE that have been filed by the Certificate Administrator with
respect to the Trust through the EDGAR system;


(iii)             
The following documents, which will initially be made available under a tab or heading designated “periodic reports”:


(A)            
all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;


(B)             
the CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral
Summary File, the CREFC® Property File, each of the “surveillance reports” identified as such in the definition
of “CREFC® Investor Reporting Package” (including, without limitation, the CREFC® Operating
Statement Analysis Report and the CREFC® NOI Adjustment Worksheets), the CREFC® Advance Recovery Report
to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and


(C)             
any Operating Advisor Annual Reports provided by the Operating Advisor;




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(iv)            
 The following documents, which will initially be made available under a tab or heading designated “additional documents”:


(A)            
summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved
by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d);


(B)             
all property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a);
and


(C)             
any Appraisals delivered to the Certificate Administrator pursuant to Section 3.19;


(D)            
the CREFC® Appraisal Reduction Amount Template or a detailed worksheet showing the calculation of each Appraisal
Reduction Amount, Collateral Deficiency Amount, and Cumulative Appraisal Reduction Amount on a current and cumulative basis;


(v)              
The following documents, which will initially be made available under a tab or heading designated “special notices”:


(A)            
any notice with respect to a release pursuant to Section 3.09(d);


(B)             
any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(e);


(C)             
any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(k);


(D)            
any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered
pursuant to Section 7.01;


(E)             
any notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice
required to be delivered to the Certificateholders pursuant to Section 12.01;


(F)             
any Asset Review Report Summary received by the Certificate Administrator;


(G)            
[Reserved];


(H)            
any notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment by the
successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;




    	 	-233-	 



     


    

(I)               
 any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


(J)               
any notice of resignation or termination of the Master Servicer or Special Servicer pursuant to Section 7.03;


(K)            
any notice of termination pursuant to Section 9.01;


(L)             
any notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance
of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26
or Section 12.03, respectively;


(M)           
any notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to
Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant
to Section 12.05(b);


(N)            
any notice of recommendation of termination of the Special Servicer by the Operating Advisor and the related report prepared by
the Operating Advisor in connection with such recommendation;


(O)            
any notice that a Control Termination Event has occurred or that a Consultation Termination Event has occurred or is terminated
(provided that with respect to a Control Termination Event or a Consultation Termination Event deemed to exist due solely to the existence
of an Excluded Loan with respect to the Directing Certificateholder, the Certificate Administrator will only be required to make available
such notice of the occurrence and continuance of a Control Termination Event or the notice of the occurrence and continuance of a Consultation
Termination Event to the extent the Certificate Administrator has been notified of such Excluded Loan);


(P)             
any notice of the occurrence of an Operating Advisor Termination Event;


(Q)            
any notice of the occurrence of an Asset Representations Reviewer Termination Event;


(R)             
any Proposed Course of Action Notice;


(S)             
any assessments of compliance delivered to the Certificate Administrator;


(T)             
any attestation reports delivered to the Certificate Administrator;


(U)            
any notice or documents provided to the Certificate Administrator by the Depositor or the Master Servicer with a direction to post
such notice or documents to the “Special Notices” tab;




    	 	-234-	 



     


    

(V)            
 any “special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website
pursuant to Section 5.06;


(vi)             
the “Investor Q&A Forum” pursuant to Section 4.07(a);


(vii)           
solely to any of the Certificateholders and the Certificate Owners that are Privileged Persons, the “Investor Registry”
pursuant to Section 4.07(b); and


(viii)          
the “U.S. Risk Retention Special Notices” tab;


provided that with respect to a Control
Termination Event or a Consultation Termination Event that is deemed to exist due solely to the existence of an Excluded Loan, the Certificate
Administrator will only be required to provide notice of the occurrence and continuance of such event if it has been notified of or has
knowledge of the existence of such Excluded Loan.


The Certificate Administrator
shall, in addition to posting the applicable notices on the “U.S. Risk Retention Special Notices” tab described above, provide
email notification to any Privileged Person (other than Financial Market Publishers) that has registered to receive access to the Certificate
Administrator’s Website that a notice has been posted to the “U.S. Risk Retention Special Notices” tab.


For purposes of obtaining
information or access to the Certificate Administrator’s Website, all Excluded Information shall be made available under one separate
tab or heading rather than under the headings described above in the preceding paragraph.


The Certificate Administrator
shall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A) and (B)
above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the
Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans
available through its Internet website.


Notwithstanding the foregoing,
all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information” on the
Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through (vii) above)
and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower Party (unless a loan-by-loan
segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the
related Excluded Controlling Class Loan(s)).


Any Person (other than the
Directing Certificateholder or a Controlling Class Certificateholder) that is a Borrower Party shall only be entitled to access the Distribution
Date Statements and the following items made available to the general public: the Prospectus, this Agreement, the Mortgage Loan Purchase
Agreements and the SEC filings on the Certificate Administrator’s Website. In the case of the Directing Certificateholder 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 of an investor certification substantially
in the form Exhibit P-1E and upon delivery to the Certificate Administrator in physical form of an




    	 	-235-	 



     


    

investor certification substantially in the
form of Exhibit P-1F, which shall include each of the CTSLink User ID associated with such Excluded Controlling Class Holder, such
Excluded Controlling Class Holder shall be entitled to access all information (other than the Excluded Information with respect to any
Excluded Controlling Class Loans (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case
such access shall only be prohibited with respect to the related Excluded Controlling Class Loans)) available on the Certificate Administrator’s
Website.


In the case of the Directing
Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of an investor
certification substantially in the form of Exhibit P-1B hereto, such Directing Certificateholder or Controlling Class Certificateholder
shall be entitled to access all information on the Certificate Administrator’s Website. The Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator and the Trustee may each rely on (i) an investor certification in the form of
Exhibit P-1B hereto from the Directing Certificateholder or a Controlling Class Certificateholder to the effect that such Person
is not an Excluded Controlling Class Holder and (ii) an investor certification in the form of Exhibit P-1D hereto from the
Directing Certificateholder or a Controlling Class Certificateholder to the effect that such Person is an Excluded Controlling Class Holder
with respect to one or more Excluded Controlling Class Loan(s). In the event the Directing Certificateholder or a Controlling Class Certificateholder
becomes an Excluded Controlling Class Holder, such party shall promptly notify each of the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator and the Trustee in writing substantially in the form of Exhibit P-1E that such
party has become an Excluded Controlling Class Holder with respect to the Excluded Controlling Class Loan(s) listed in such notice and
shall also provide the Certificate Administrator a notice substantially in the form of Exhibit P-1F listing each of the CTSLink
User ID associated with such Excluded Controlling Class Holder and directing the Certificate Administrator to restrict such Excluded Controlling
Class Holder’s access to the Certificate Administrator’s Website as and to the extent provided in this Agreement. Upon confirmation
from the Certificate Administrator that such access has been restricted, such Excluded Controlling Class Holder shall submit a new investor
certification substantially in the form of Exhibit P-1D to access the information on the Certificate Administrator’s Website,
except that such Excluded Controlling Class Holder shall not be entitled to access any Excluded Information related to any Excluded Controlling
Class Loan(s) (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only
be prohibited with respect to the related Excluded Controlling Class Loan(s)) made available on the Certificate Administrator’s
Website. With respect to any Excluded Information sent for posting on the Certificate Administrator’s Website, each of the Master
Servicer, the Special Servicer and the Operating Advisor shall mark or label such information as “Excluded Information” prior
to delivery to the Certificate Administrator, and the Certificate Administrator shall segregate on the Certificate Administrator’s
Website such Excluded Information (and, if possible at a later time, on loan-by-loan basis) from information relating to other Mortgage
Loans or Whole Loans, as applicable.


Notwithstanding anything
herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the
Trustee shall be 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




    	 	-236-	 



     


    

extent that the Master Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator or the Trustee, as applicable, has received a notice substantially in the
form of Exhibit P-1E from the Directing Certificateholder or a Controlling Class Certificateholder that it has become an Excluded
Controlling Class Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall
be liable for any communication to the Directing Certificateholder or a Controlling Class Certificateholder that is an Excluded Controlling
Class Holder or disclosure of any information relating to an Excluded Controlling Class Loan (including any related Excluded Information
delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website) if the Master Servicer, the Special
Servicer, the Operating Advisor or the Certificate Administrator, as applicable, did not receive prior written notice that the related
Mortgage Loan is an Excluded Controlling Class Loan and/or, with respect to any related Excluded Information posted on the Certificate
Administrator’s Website, such information was not delivered to the Certificate Administrator in accordance with Section 3.33(a).


Each of the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee shall be entitled to conclusively rely on delivery
from the Directing Certificateholder or a Controlling Class Certificateholder of an investor certification substantially in the form of
Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing Certificateholder
or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information on the Certificate Administrator’s
Website or otherwise receives access to such Excluded Information, such Directing Certificateholder or Controlling Class Certificateholder
shall be deemed to have agreed that it (i) will not directly or indirectly provide any such Excluded Information to (A) the
related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees or personnel of such Directing
Certificateholder or Controlling Class Certificateholder or any of its Affiliate involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and
procedures in place in order to comply with the obligations described in clause (i) above.


To the extent the Risk Retention
Consultation Party or Class VRR Certificateholder receives access pursuant to this Agreement to any information solely related to a Mortgage
Loan with respect to which such party is a Borrower Party (which shall include any Asset Status Reports, Final Asset Status Reports (or
summaries thereof), inspection reports related to Specially Serviced Loans conducted by the Special Servicer or any Excluded Special Servicer
and which may include any Operating Advisor reports delivered to the Certificate Administrator regarding such Special Servicer’s
net present value determination or any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(e), and
any Officer’s Certificates delivered by the Trustee, the Master Servicer or the Special Servicer, supporting any determination that
any Advance was (or, if made, would be) a Nonrecoverable Advance, but in each case other than information with respect to such Mortgage
Loan that is aggregated with information of other Mortgage Loans at a pool level), on the Certificate Administrator’s Website or
otherwise receives access to such information, the Risk Retention Consultation Party or Class VRR Certificateholder shall be deemed to
have agreed that it (i) will not directly or indirectly provide any such information to (A) the related Borrower Party, (B) any




    	 	-237-	 



     


    

employees or personnel of the Risk Retention
Consultation Party or Class VRR Certificateholder or any of their respective Affiliates involved in the management of any investment in
the related Borrower Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct
or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above. For the avoidance
of doubt, any file or report contained in the CREFC® Investor Reporting Package (CREFC® IRP) (other than
the CREFC® Special Servicer Loan File relating to any such Excluded Controlling Class Loan) shall be considered information
that is aggregated with information of other Mortgage Loans at a pool level.


The Certificate Administrator
makes no representation or warranty as to the accuracy or completeness of any report, document or other information made available on
its Internet website and assumes no responsibility therefor, other than with respect to such reports, documents or other information prepared
by the Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility for any information distributed
by it for which it is not the original source. Notwithstanding anything herein to the contrary, the Certificate Administrator shall not
be liable for any disclosure of information relating to any Excluded Controlling Class Loan to the extent such information was included
in the Asset Status Report or the Final Asset Status Report delivered to the Certificate Administrator for posting to the Certificate
Administrator’s Website and not properly identified as relating to any Excluded Controlling Class Loan.


In connection with providing
access to the Certificate Administrator’s Website (other than with respect to access provided to the general public in accordance
with Section 3.13(b)), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate
Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s
Website can be directed to the Certificate Administrator’s CMBS customer service desk at (866) 846-4526.


(c)              
The 17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent
such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “BBCMS 2022-C16” and an identification of the type of information being provided
in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or any other
delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


(i)               
any notices of waivers under Section 3.08(c);


(ii)              
any Asset Status Report delivered by the Special Servicer under Section 3.19(d);


(iii)            
any notice of final payment on the Certificates;




    	 	-238-	 



     


    

(iv)            
 any environmental reports delivered by the Special Servicer under Section 3.09(e);


(v)              
any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


(vi)               
any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or
11.10;


(vii)                        any annual
independent public accountants’ attestation reports delivered pursuant to Section 11.11;


(viii)         
any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating
Agency Confirmation from any Rating Agency as set forth in Section 3.25(a);


(ix)             
copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


(x)               
any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


(xi)             
any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the
successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


(xii)           
any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


(xiii)         
any notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to
Section 7.01;


(xiv)          
any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


(xv)          
any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 13.01(a)(ix);


(xvi)          
any Operating Advisor Annual Report pursuant to Section 3.26;


(xvii)        
any summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed
toward the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the 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;




    	 	-239-	 



     


    

provided that the summary of such
oral communication shall not identify the Rating Agency with whom the communication was held pursuant to Section 3.13(g);


(xviii)      
any other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation,
Section 2.03(b), Section 3.07(a), Section 3.12, Section 3.17(c), Section 3.18(e),
Section 11.09 or Section 11.10; and


(xix)          
any other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


The foregoing information
shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. Information will
be posted on the same Business Day of receipt provided that such information is received by 2:00 p.m., New York City time,
or, if received after 2:00 p.m., New York City time, on the next Business Day by 12:00 p.m. New York City time; provided,
however, any information delivered pursuant to Section 3.13(d) shall be posted in accordance with Section 3.13(d).
The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information
being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to
be. In the event that any information is delivered or posted in error, each of the Certificate Administrator and the 17g-5 Information
Provider may remove such information from the 17g-5 Information Provider’s Website. The Certificate Administrator and the 17g-5
Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information merely by posting
such information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website to the extent
such information was not produced by the Certificate Administrator or the 17g-5 Information Provider, as applicable. Access will be
provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in the form of Exhibit P-2
hereto (which certification may be submitted electronically via the 17g-5 Information Provider’s Website). If a Rating Agency
requests access to the 17g-5 Information Provider’s Website, access shall be granted by the 17g-5 Information Provider on the same
Business Day, provided that such request is made prior to 2:00 p.m., New York City time, on such Business Day, or if received after
2:00 p.m., New York City time, on the following Business Day. Questions regarding delivery of information to the 17g-5 Information
Provider may be directed to (866) 846-4526 or 17g5informationprovider@wellsfargo.com (specifically referencing “BBCMS
2022-C16” 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.




    	 	-240-	 



     


    

Upon request of the Depositor
or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional
information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information
Provider electronically in accordance with this Section 3.13. In no event shall the 17g-5 Information Provider disclose
on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.


Except as provided in Section 3.13(d)
below, the Master Servicer or Special Servicer, as applicable, may, but shall not be obligated to send such information, report, notice
or document to the applicable Rating Agency so long as such information, report, notice or document (i) was previously provided to
the 17g-5 Information Provider or (ii) is simultaneously provided to the 17g-5 Information Provider.


The 17g-5 Information Provider
shall notify any party that delivers information to the 17g-5 Information Provider under this Agreement that such information was received
and that it has been posted. The 17g-5 Information Provider shall notify each Person that has signed-up for access to the 17g-5 Information
Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted to the 17g-5
Information Provider’s Website and such notice shall specifically identify such document in the subject line or otherwise in the
body of the email notice. The 17g-5 Information Provider shall send such notice to such Person’s email address provided by and used
by such Person for the purpose of accessing the 17g-5 Information Provider’s Website, including a general email address if such
general email address has been provided to the 17g-5 Information Provider in connection with a completed NRSRO Certification in the form
of Exhibit P-2 hereto.


Any information required
to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to it via electronic mail at
17g5informationprovider@wellsfargo.com, specifically with a subject reference of “BBCMS 2022-C16” and an identification
of the type of information being provided in the body of such electronic mail, or via any alternative electronic mail address following
notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider.


(d)              
The Master Servicer or the Special Servicer, as applicable, may, but shall not be obligated to, provide bulk information that relates
to two or more transactions to the 17g-5 Information Provider. Any such information shall be posted by the 17g-5 Information Provider
and the 17g-5 Information Provider may, but shall not be obligated to, post such information in accordance with the timeframe provided
in Section 3.13(c) above, provided, however, that if the 17g-5 Information Provider is not able to post such
information in accordance with the timeframe in Section 3.13(c), then it shall post such information within a reasonable time.
The Master Servicer or the Special Servicer, as applicable, shall not send such information directly to the Rating Agencies until the
17g-5 Information Provider notifies it that such information has been posted to the 17g-5 Information Provider’s Website.


(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




    	 	-241-	 



     


    

Market Publishers), and providing such information
shall not constitute a breach of this Agreement by the Certificate Administrator. Such information will be made available to such third
parties upon receipt of a certificate in the form of Exhibit P-3 hereto, which certification may be submitted electronically
via the Certificate Administrator’s Website.


(f)               
Each of the Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt,
also deliver, produce or otherwise make available, solely with respect to the Master Servicer, through the Master Servicer’s Internet
website or, with respect to the Master Servicer or the Special Servicer, otherwise, any additional information relating to the Mortgage
Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other than any Non-Serviced
Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other Persons who deliver an Investor
Certification in accordance with this Section 3.13 and the Rating Agencies (collectively, the “Disclosure Parties”)
(only to the extent such additional information is simultaneously delivered to the 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website in accordance with the provisions of Section 3.13(c)), in each case, except to the extent
doing so is prohibited by this Agreement (including without limitation, any prohibitions on dissemination of any confidential information,
including, without limitation, any Privileged Information), applicable law or by the related Mortgage Loan documents. Each of the Master
Servicer and the Special Servicer shall be entitled to (i) indicate the source of such information and affix thereto any disclaimer
it deems appropriate in its discretion and/or (ii) require that the recipient of such information (A) except for the Depositor
and the Rating Agencies, enter into (x) an Investor Certification, (y) a confidentiality agreement substantially in the form
of Exhibit X or (z) a “click-through” confidentiality agreement if such information is being provided
through the Master Servicer’s Internet website, and (B) acknowledge that the Master Servicer or the Special Servicer may contemporaneously
provide such information to any other Disclosure Party. In addition, to the extent access to such information is provided via the Master
Servicer’s Internet website, the Master Servicer may require registration and the acceptance of a reasonable and customary disclaimer
and/or an additional or alternative agreement as to the confidential nature of such information. In connection with providing access to
or copies of the information described in this Section 3.13(f) to current or prospective Certificateholders the form of confidentiality
agreement used by the Master Servicer or the Special Servicer, as applicable, shall be: (i) in the case of a Certificateholder, an
Investor Certification executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep such information
confidential (except that such Certificateholder may provide such information (x) to its auditors, legal counsel and regulators and
(y) to any other Person that holds or is contemplating the purchase of any Certificate or interest therein (provided that
such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential));
and (ii) in the case of a prospective purchaser of Certificates or interests therein or an investment advisor related thereto, an
Investor Certification indicating that such Person is a prospective purchaser of a Certificate or an interest therein or an investment
advisor related thereto and is requesting the information for use in evaluating a possible investment in Certificates and will otherwise
keep such information confidential with no further dissemination (except that such Certificateholder may provide such information to its
auditors, legal counsel and regulators). In the case of a licensed or registered investment advisor acting on behalf of a




    	 	-242-	 



     


    

current or prospective Certificateholder, the
Investor Certification shall be executed and delivered by both the investment advisor and such current or prospective Certificateholder.


Neither the Master Servicer
nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement or by others in violation
of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible or have any liability for the
completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this Section 3.13
unless such information was produced by the Master Servicer or Special Servicer, as applicable.


(g)              
The Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but not obligated)
to orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the Mortgage
Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related Intercreditor
Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication in writing
and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in Section 3.13(c)
the same day such communication takes place; provided, further, that the summary of such oral communications shall not identify
which Rating Agency the communication was with. The 17g-5 Information Provider shall post such written summary on the 17g-5 Information
Provider’s Website in accordance with the procedures set forth in Section 3.13(c).


(h)              
The Special Servicer, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating Advisor
such reports and other information produced by the Special Servicer and otherwise available to the Directing Certificateholder or the
Risk Retention Consultation Party (in each case, other than, prior to the occurrence and continuance of 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.


(i)                
None of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict oral
or written communications, or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations Reviewer
or the Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s
or NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or
the Special Servicer, as applicable, (ii) such Rating Agency’s or NRSRO’s approval of the Master Servicer, the Operating
Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary
servicer, or (iii) such Rating Agency’s or NRSRO’s evaluation of the Master Servicer’s, the Operating Advisor,
the Asset Representations Reviewer’s or the Special Servicer’s, as applicable, servicing operations in general; provided
that the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, shall not
provide any information relating to the Certificates or the Mortgage Loans, 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




    	 	-243-	 



     


    

Information Provider and has been uploaded
on to the 17g-5 Information Provider’s Website; or (z) the Rating Agency confirms in writing that it does not intend to use
such information in undertaking credit rating surveillance with respect to the Certificates; provided, however, that the
Rating Agencies may use information delivered under this clause (z) for any purpose to the extent it is publicly available
(unless the availability results from a breach of this Agreement or any other confidentiality agreement to which such Rating Agency is
subject) or comprised of information collected by the applicable Rating Agency from the 17g-5 Information Provider’s Website (or
another 17g-5 information provider’s website that they have access to) other than pursuant to this Section 3.13(i).


(j)                
The costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party hereto shall
not be additional expenses of the Trust, but shall be borne by the applicable party hereto.


Section 3.14       
Title to REO Property; REO Account. (a)  If title to any Mortgaged Property is acquired (directly or through a
single member limited liability company established for that purpose) and thus such Mortgaged Property becomes an REO Property, the deed
or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary
servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable,
on behalf of the related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect to a Non-Serviced
Mortgage Loan is excluded for all purposes of this Section 3.14. The Special Servicer, on behalf of the Trust and, if applicable,
the related Serviced Companion Noteholder, shall sell any REO Property prior to the close of the third calendar year following the year
in which the Trust acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1),
for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for a qualifying extension of
time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided
in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “REO Extension”) by the
Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator, the Master Servicer
and the Special Servicer an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator, the Master Servicer and the Special
Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the close of the third calendar year following
the year in which acquisition occurred will not cause an Adverse REMIC Event to occur. If the Special Servicer is granted or not denied
the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated
by clause (ii) of the 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




    	 	-244-	 



     


    

assets. If an REO Acquisition shall occur,
the Special Servicer shall establish and maintain one or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders
and, if applicable, on behalf of any related Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder
of the Lower-Tier Regular Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account
shall be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within two (2) Business
Days after receipt of properly identified and available funds, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds
received in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06.
The Special Servicer shall give notice to the Trustee, the Certificate Administrator, and the Master Servicer of the location of the REO
Account when first established and of the new location of the REO Account prior to any change thereof.


(c)              
The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing,
maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO
Property. On the later of the date that is (x) on or prior to the Determination Date (or with respect to a Serviced Companion Loan, on
the Business Day preceding each Serviced Whole Loan Remittance Date) or (y) two (2) Business Days after such amounts are received and
properly identified and determined to be available, the Special Servicer shall withdraw from the REO Account and remit to the Master Servicer,
which shall deposit into the Collection Account (or the Companion Distribution Account, as applicable), the aggregate of all amounts received
in respect of each REO Property during the most recently ended Collection Period, net of (i) any withdrawals made out of such amounts
pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Account; provided, however,
that the Special Servicer may retain in such REO Account, in accordance with the Servicing Standard, such portion of such balance as may
be necessary to maintain a reasonable reserve for repairs, replacements, leasing, management and tenant improvements and other related
expenses for the related REO Property. In addition, on or prior to the day the Special Servicer remits funds as provided in this Section 3.14(c),
the Special Servicer shall provide the Master Servicer with a written accounting of amounts remitted to the Master Servicer for deposit
in the Collection Account, as applicable, on such date. The Master Servicer shall apply all such amounts as instructed by the Special
Servicer on the day the Master Servicer receives the written accounting as provided in the previous sentence.


(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




    	 	-245-	 



     


    

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 Loans, as applicable) (as determined by the Special Servicer in its reasonable
judgment in accordance with the Servicing Standard). Notwithstanding anything to the contrary herein, REO Property with respect to a Non-Serviced
Mortgage Loan is excluded for all purposes of this Section 3.15. Subject to this Section 3.15, the Special Servicer
may allow the Trust or any commercial mortgage securitization that holds any Serviced Companion Loan to earn “net income from foreclosure
property” within the meaning of Section 860G(d) of the Code if it determines that earning such income is in the best interests
of Certificateholders and, if applicable, any related Companion Holder(s) on a net after-tax basis as compared with net leasing such
REO Property or operating such REO Property on a different basis. In connection therewith, the Special Servicer shall deposit or cause
to be deposited on a daily basis (and in no event later than two (2) Business Days following receipt of such properly identified and available
funds) in the applicable REO Account all revenues received by it with respect to each REO Property and the related REO Loan, and shall
withdraw from the REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the
proper operation, management, leasing and maintenance of such REO Property, including, without limitation:


(i)               
all insurance premiums due and payable in respect of such REO Property;


(ii)              
all real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


(iii)             
any ground rents in respect of such REO Property, if applicable; and


(iv)            
all costs and expenses necessary to maintain and lease such REO Property.


To the extent that amounts
on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses (i) through
(iv) above with respect to such REO Property, the Master Servicer (subject to receiving notice from the Special Servicer in accordance
with the procedures set forth elsewhere in this Agreement) shall advance from its own funds such amount as is necessary for such purposes
unless (as evidenced by an Officer’s Certificate delivered to the Trustee, the Special Servicer, the Depositor, the Certificate
Administrator and (in respect of any Mortgage Loan other than an Excluded Loan, and prior to the occurrence of a Consultation Termination
Event) the Directing Certificateholder) such Advances would, if made, constitute Nonrecoverable Servicing Advances.




    	 	-246-	 



     


    

(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 with this Agreement and shall reflect an agreement reached
at arm’s length;


(ii)             
the fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light of
the nature and locality of the Mortgaged Property;


(iii)             
any such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs and
expenses incurred in connection with the operation and management of such REO Property, including, without limitation, those listed in
subsection (a) hereof, and (B) remit all related revenues collected (net of its fees and such costs and expenses) to
the Special Servicer upon receipt;


(iv)            
none of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any such
Independent Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with respect to
the operation and management of any such REO Property; and




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(v)              
 the Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing Standard.


The Special Servicer shall
be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations
hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to
limit or modify such indemnification.


(d)              
When and as necessary, the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer a
statement prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes,
resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to the
tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO Property in accordance
with Sections 3.15(a) and 3.15(b).


Section 3.16       
Sale of Defaulted Loans and REO Properties. (a) (i) Within thirty (30) days after a Defaulted Loan has become a Specially Serviced Loan, the Special Servicer shall order
(but shall not be required to have received) an Appraisal and within thirty (30) days of receipt of the Appraisal shall determine the
fair value of such Defaulted Loan in accordance with the Servicing Standard; provided, however, that if the Special Servicer
is then in the process of obtaining an Appraisal with respect to the related Mortgaged Property, the Special Servicer shall make its fair
value determination as soon as reasonably practicable (but in any event within thirty (30) days) after its receipt of such an Appraisal.
The Special Servicer may, from time to time, adjust its fair value determination based upon changed circumstances, new information and
other relevant factors, in each instance in accordance with a review of such circumstances and new information in accordance with the
Servicing Standard including, without limitation, the period and amount of the occupancy level and physical condition of the related Mortgaged
Property and the state of the local economy; provided that the Special Servicer shall promptly notify the Master Servicer in writing
of the initial fair value determination and any adjustment to its fair value determination.


(ii)              
If any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to the extent
otherwise required pursuant to the terms of the related Intercreditor Agreement, then the Special Servicer (with respect to a Specially
Serviced Loan) or the Master Servicer (with respect to a Non-Specially Serviced Loan) shall promptly notify in writing the other,
any related Companion Holder and any related mezzanine lender, as applicable, of any events requiring notice under the Intercreditor Agreement
in accordance with the terms thereof. Thereafter, any related Companion Holder and related mezzanine lender, as applicable, shall, notwithstanding
anything in this Section 3.16 to the contrary, have the option to purchase the related Mortgage Loan and cure defaults relating
thereto as and to the extent set forth in the related Intercreditor Agreement.


(iii)               
If any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion Holder
or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement




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has not previously exercised the option
to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer shall use reasonable efforts to solicit offers
for each Defaulted Loan on behalf of the Certificateholders and the holder of any related Serviced Companion Loan in such manner as will
be reasonably likely to maximize the value of the Defaulted Loan on a net present value basis, if and when the Special Servicer determines,
consistent with the Servicing Standard, that no satisfactory arrangements (including by way of a discounted pay-off) can be made for collection
of delinquent payments thereon and such a sale would be in the best economic interests of the Trust and, if applicable, the related Companion
Holder. In the case of the Non-Serviced Mortgage Loan, under certain limited circumstances permitted under the related Intercreditor Agreement,
to the extent that such Non-Serviced Mortgage Loan is not sold together with the related Non-Serviced Companion Loan by the applicable
Non-Serviced Special Servicer for the related Non-Serviced Whole Loan, the Special Servicer shall be entitled to sell ((i) with the consent
of the Directing Certificateholder if no Control Termination Event has occurred and is continuing and (ii) after consulting with the Risk
Retention Consultation Party, in each case, provided such Non-Serviced Mortgage Loan is not an Excluded Loan) such Non-Serviced Mortgage
Loan if it determines in accordance with the Servicing Standard that such action would be in the best interests of the Certificateholders
and the Special Servicer shall be entitled to a Liquidation Fee to the same extent that the Special Servicer would be entitled to such
Liquidation Fee had such Non-Serviced Mortgage Loan been a serviced Mortgage Loan. The Special Servicer is required to give the Trustee,
the Certificate Administrator, the Master Servicer, the Operating Advisor, the Risk Retention Consultation Party and the Directing Certificateholder
(in the case of the Directing Certificateholder and any Risk Retention Consultation Party, other than in respect of any Excluded Loan
as to such party) not less than ten (10) Business Days’ (or, if the Directing Certificateholder and the Special Servicer are
affiliates, five (5) Business Days’) prior written notice of its intention to sell any Defaulted Loan. In the absence of a cash
offer at least equal to the Purchase Price, the Special Servicer may purchase the Defaulted Loan for the Purchase Price (provided
that it gives at least ten (10) Business Days’ (or, if the Directing Certificateholder and the Special Servicer are affiliates,
five (5) Business Days’) prior written notice of its intention to purchase such Defaulted Loan to the Directing Certificateholder
and there is no higher offer within such time) or may accept the first cash offer received from any Person that constitutes a fair price
for the Defaulted Loan.


(iv)               
(A)  In the case of a Defaulted Loan, in the absence of any offer at least equal to the Purchase Price pursuant to clause (iii)
above (or purchase by the Special Servicer for such price), the Special Servicer shall solicit offers and, subject to subclause (B)
below, may accept the highest offer received from any Person that is determined by the Special Servicer to constitute a fair price for
such Defaulted Loan, if the offeror is a Person other than an Interested Person. In determining whether any cash offer from a Person other
than an Interested Person constitutes a fair price for any Defaulted Loan, the Special Servicer shall take into account (in addition to
the results of any Appraisal, updated Appraisal or narrative appraisal that it may have obtained pursuant to this Agreement within the
prior 9 months), among other factors, the period and amount of the occupancy level and physical condition of the related Mortgaged
Property and the state of the local economy. If the offeror is an Interested Person




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(provided that the Trustee may
not be an offeror), the Trustee shall determine whether the cash offer constitutes a fair price; provided that no offer from an
Interested Person shall constitute a fair price unless (x) it is the highest offer received and (y) if the offer is less than
the applicable Purchase Price, at least two other offers are received from independent third parties. In determining whether any offer
received from an Interested Person represents a fair price for any such Defaulted Loan, the Trustee shall rely on the most recent Appraisal
(or update of such Appraisal) of the related Mortgaged Property conducted in accordance with this Agreement within the preceding nine-month
period or, in the absence of any such Appraisal, on a new Appraisal. Except as provided in the following paragraph, the cost of any Appraisal
will be covered by, and will be reimbursable as, a Servicing Advance by the Master Servicer.


Notwithstanding anything
contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by an Interested Person
constitutes a fair price, the Trustee may (at its option and at the expense of the Interested Person) designate an independent third party
expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing loans similar to the
subject Mortgage Loan or Serviced Whole Loan, 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 request
therefor, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall
continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person. Neither
the Trustee, in its individual 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 (with respect to any
Mortgage Loan other than an Excluded Loan, in consultation with (x) the Directing Certificateholder (unless a Consultation Termination
Event shall have occurred and be continuing), (y) the Risk Retention Consultation Party and (z) in the case of a Serviced Whole Loan or
an REO Property related to a Serviced Whole Loan, the related Companion Holder), in accordance with the Servicing Standard (and subject
to the requirements of any related Intercreditor Agreement), that the rejection of such offer would be in the best interests of the Holders
of Certificates and, in the case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion
Holder (as a collective whole, as if such Certificateholders and, if applicable, the related Companion Holder constituted a single lender
(taking into account the subordinate or pari passu nature of such




    	 	-250-	 



     


    

Companion Loan, as the case may be)). In
addition, the Special Servicer may accept a lower offer from any Person other than the Special Servicer or its Affiliate if it determines,
in accordance with the Servicing Standard, that the acceptance of such offer would be in the best interests of the Holders of Certificates
and, in the case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder
(as a collective whole, as if such Certificateholders and, if applicable, the related Companion Holder constituted a single lender (taking
into account the subordinate or pari passu nature of such Companion Loan, as the case may be)) (for example, if the prospective
buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower
offer are more favorable); provided that the offeror is not the Special Servicer or a Person that is an Affiliate of the Special
Servicer. The Special Servicer shall use reasonable efforts to sell all Defaulted Loans prior to the Rated Final Distribution Date. For
the avoidance of doubt, the Trustee shall have no obligation to make any fair value determination, to the extent required to do so pursuant
to this Section 3.16, on the basis of anything other than the related Appraisal.


(v)              
Unless and until any Specially Serviced Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue
such other resolution strategies with respect to such Specially Serviced Loan, including, without limitation, workout and foreclosure,
as the Special Servicer may deem appropriate, consistent with the Asset Status Report and the Servicing Standard and the REMIC Provisions.


(b)              
(i)  (A)  The Special Servicer may purchase any REO Property at the Purchase Price therefor (in the case of
a Serviced Whole Loan, such purchase shall be a purchase of the entire REO Property, including the portion relating to the related Companion
Loan). The Special Servicer may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan, such sale shall
be a sale of the entire REO Property, including the portion relating to the related Companion Loan), if and when the Special Servicer
determines, consistent with the Servicing Standard, that such a sale would be in the best economic interest of the Trust and the related
Companion Holders. The Special Servicer shall give the Trustee, the Master Servicer, each Companion Holder, the Certificate Administrator
and, in respect of any Mortgage Loan other than an Excluded Loan with respect to such party and prior to the occurrence of a Consultation
Termination Event, the Directing Certificateholder and the Risk Retention Consultation Party, not less than five (5) days’ prior
written notice of its intention to (i) purchase any REO Property at the Purchase Price therefor or (ii) sell any REO Property,
in which case the Special Servicer shall accept the highest offer received from any Person for any REO Property in an amount at least
equal to the Purchase Price therefor. To the extent permitted by applicable law, and subject to the Servicing Standard, the Master Servicer,
an Affiliate of the Master Servicer, the Special Servicer or an Affiliate of the Special Servicer, or an employee of either of them may
act as broker in connection with the sale of any REO Property and may retain from the proceeds of such sale a brokerage commission that
does not exceed the commission that would have been earned by an independent broker pursuant to a brokerage agreement entered into at
arm’s length.




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(B)             
 In the absence of any such offer as set forth in subclause (A) above, the Special Servicer shall, subject to subclause (C)
below, accept the highest offer for such REO Property received from any Person that is determined to be a fair price (1) by the Special
Servicer, if the highest offeror is a Person other than an Interested Person, or (2) by the Trustee, if the highest offeror is an
Interested Person unless such offer by an Interested Person (i) is equal to or greater than the applicable Purchase Price and (ii) is
the highest offer received; provided, however, that absent an offer at least equal to the Purchase Price, no offer from
an Interested Person shall constitute a fair price unless (A) it is the highest offer received and (B) at least two other offers
are received from independent third parties. Notwithstanding anything to the contrary herein, neither the Trustee, in its individual capacity,
nor any of its Affiliates may make an offer for or purchase any REO Property pursuant hereto.


(C)             
The Special Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if the
Special Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of
the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, in either case, as a collective whole
(taking into account the subordinate or pari passu nature of any Serviced Companion Loans). In addition, the Special Servicer may
accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance of such offer would be in the best interests
of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, in either case, as a collective
whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans) (for example, if the prospective
buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower
offer are more favorable); provided that the offeror is not the Special Servicer or a Person that is an Affiliate of the Special
Servicer.


(D)            
In determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee shall
obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters retained
by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other Independent expert
shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all Appraisals, inspection reports and
broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable, from the offering Interested
Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person.
If such expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable
to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to use efforts consistent with the
Servicing Standard to collect such amounts from the applicable Interested Person. In determining whether any offer constitutes a fair




    	 	-252-	 



     


    

price for any REO Property, the Special
Servicer or the Trustee (or, if applicable, such appraiser) shall take into account, and any appraiser or other expert in real estate
matters shall be instructed to take into account, as applicable, among other factors, the physical condition of such REO Property, the
state of the local economy and the Trust’s obligation to comply with REMIC Provisions.


(ii)              
Subject to the Servicing Standard, the Special Servicer shall act on behalf of the Trust and the related Companion Holders, in
negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including the collection
of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation or warranty
by, the Trustee, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer or the Trust (except that any contract of sale and assignment and conveyance documents may contain customary
warranties of title, so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance with the terms
of this Agreement, none of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer nor the Trustee shall have any liability to the Trust or any Certificateholder or related Companion
Holder (if applicable) with respect to the purchase price therefor accepted by the Special Servicer or the Trustee.


(c)              
Any sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative
interpretations thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


(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. With respect to the Serviced AB Whole Loan, the Special Servicer shall sell the Serviced AB Subordinate
Companion Loan along with the related Mortgage Loan and Pari Passu Companion Loans, as applicable, if it determines that a sale of the
Serviced AB Whole Loan would maximize recoveries on the Serviced AB Whole Loan in accordance with the Servicing Standard and the Special
Servicer shall be entitled to a Liquidation Fee for the entire AB Whole Loan. In addition, prior to the occurrence and continuance of
an AB Control Appraisal Period with respect to the Serviced AB Whole Loan, the Special Servicer will only be permitted to sell the Serviced
AB Whole Loan for less than the Purchase Price with the consent of the AB Whole Loan Controlling Holder. To the extent a determination
is required to be made hereunder as to whether any cash offer constitutes a fair price for the Serviced Whole Loan, such determination
shall be made by the Special Servicer unless the offeror is an Interested Person and by the Trustee if the offeror is an Interested Person.
Notwithstanding the foregoing, the Special Servicer will not be permitted to sell the related Mortgage Loan 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




    	 	-253-	 



     


    

Mortgagor or an Affiliate of the Mortgagor)
unless the Special Servicer has delivered to the Other Servicer under the applicable Other Securitization, who shall deliver to the related
directing certificateholder for the holder of the related Serviced 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 material amendments to such bid packages) received by the Special Servicer in
connection with any such proposed sale; (c) at least ten (10) days prior to the proposed sale date, a copy of the most recent Appraisal
for such Serviced Pari Passu Whole Loan, and any documents in the servicing file reasonably requested by the holder of the related Serviced
Pari Passu Companion Loan that are material to the sale price of such Serviced Pari Passu Whole Loan; and (d) until the sale is completed,
and a reasonable period of time (but no less time than is afforded to other offerors, the Directing Certificateholder and the Risk Retention
Consultation Party) prior to the proposed sale date, all information and other documents being provided to other offerors and all leases
or other documents that are approved by the Master Servicer or the Special Servicer in connection with the proposed sale. The holder of
the related Serviced Pari Passu Companion Loan (or its representative) will be permitted to submit an offer at any sale of such Serviced
Whole Loan; provided, however, the related Mortgagor and its agents and Affiliates shall not be permitted to submit an offer
at such sale. Notwithstanding the foregoing, with respect to each Serviced Pari Passu Whole Loan, the holder of the related Companion
Loan may waive any of the delivery or timing requirements set forth in this paragraph with respect to the related Serviced Whole Loan.
If the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its
option and at the expense of the offering Interested Person purchaser) designate an independent third party expert in real estate or commercial
mortgage loan matters with at least five (5) years’ experience in valuing loans similar to the subject Mortgage Loan or Serviced
Whole Loan, as the case may be, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes
a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee designates such a third party to make such determination, the
Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable fees of, and the costs of all
appraisals, inspection reports and broker opinions of value incurred by any such third party pursuant to this paragraph shall be covered
by, and shall be reimbursable, from the Interested Person; provided that Trustee will not engage a third party expert whose fees
exceed a commercially reasonable amount as determined by the Trustee.


(e)              
(i)  Notwithstanding anything in this Section 3.16 to the contrary, pursuant to the terms of the related
Intercreditor Agreement, the holder of the related AB Subordinate Companion Loan for each applicable Serviced Whole Loan will have the
right to purchase the related Mortgage Loan or related REO Property, as applicable. Such right of the holder of such AB Subordinate Companion
Loan shall be given priority over any provision described in this Section 3.16 as and to the extent set forth in the related
Intercreditor Agreement. If the related Mortgage Loan or related REO Property is purchased by the holder of such AB Subordinate Companion
Loan, repurchased by the applicable Mortgage Loan Seller or otherwise ceases to be subject to this Agreement, the related AB Subordinate
Companion Loan will no longer be subject to this Agreement.


(ii)              
Notwithstanding anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase
the related Mortgage Loan or REO




    	 	-254-	 



     


    

Property, as applicable, and cure defaults
relating thereto, as and to the extent set forth in the related Intercreditor Agreement.


(f)               
Unless otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16
will be on a servicing released basis.


(g)              
In the event the Master Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of the Trust pursuant
to the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall exercise such right.


Section 3.17       
Additional Obligations of Master Servicer and Special Servicer. (a)  The Master Servicer shall deliver all Compensating
Interest Payments (other than the portion 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 Companion Holder any reports or notices required
to be delivered to such Companion Holder 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, the Special Servicer or the Trustee, each at its own
option and in its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance
pursuant to Section 3.05(a)(v) immediately, as an accommodation may elect to refrain from obtaining such reimbursement for
such portion of the Nonrecoverable Advance during the one month collection period ending on the then-current Determination Date, for
successive one-month periods for a total period not to exceed twelve (12) months (provided that, with respect to any Mortgage
Loan other than in the case of an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling
Class, any such deferral exceeding six (6) months shall require, prior to the occurrence and continuance of any Control Termination Event,
the consent of the Directing Certificateholder), and any election to so defer or not to defer shall be deemed to be in accordance with
the Servicing Standard. If the Master Servicer, the Special 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, the Special Servicer or the Trustee to refrain from the reimbursement of
a particular Nonrecoverable Advance or portion thereof during the




    	 	-255-	 



     


    

one month collection period ending on the related
Determination Date for any Distribution Date, the Master Servicer, the Special Servicer or the Trustee shall further be authorized to
wait for principal collections 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, the Special Servicer or the Trustee, as applicable, elects, in its sole discretion, not to refrain
from obtaining such reimbursement or otherwise determines that the reimbursement of a Nonrecoverable Advance during a one-month collection
period will exceed the full amount of the principal portion of general collections deposited in the Collection Account for such Distribution
Date, then the Master Servicer, the Special Servicer or the Trustee, as applicable, shall use its reasonable efforts to give the 17g-5
Information Provider fifteen (15) days’ notice of such determination for posting on the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c), unless extraordinary circumstances make such notice impractical, and thereafter shall deliver
such notice to the 17g-5 Information Provider as soon as practical thereafter. Notwithstanding the foregoing, failure to give notice
as required by the preceding sentence shall in no way affect the Master Servicer’s, the Special Servicer’s or the Trustee’s
election whether to refrain from obtaining such reimbursement as described in this Section 3.17(c). Nothing herein shall give
the Master Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance to the extent of any principal collections
then available in the Collection Account pursuant to Section 3.05(a)(v). The Master Servicer, the Special Servicer or the
Trustee, as the case may be, shall have no liability for any loss, liability or expenses resulting from any notice provided to the Rating
Agencies contemplated by this Section 3.17(c).


The foregoing shall not,
however, be construed to limit any liability that may otherwise be imposed on such Person for any failure by such Person to comply with
the conditions to making such an election under this section or to comply with the terms of this section and the other provisions of this
Agreement that apply once such an election, if any, has been made; provided, however, that the fact that a decision to recover
such Nonrecoverable Advances over time, or not to do so, benefits some classes of Certificateholders to the detriment of other classes
shall not, with respect to the Master Servicer 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, the Special Servicer or the Trustee, as applicable, determines, in its
sole discretion, to fully recover the Nonrecoverable Advances immediately instead of deferring such reimbursement, then the Master Servicer,
the Special 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,
the Special Servicer’s or the Trustee’s, as applicable, agreement to defer reimbursement of such Nonrecoverable Advances as
set forth above is an accommodation to the Certificateholders and shall not be construed as an obligation on the part of the Master Servicer,
the Special Servicer or the Trustee, as applicable, or a right of the Certificateholders. Nothing herein shall be deemed to create in
the




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Certificateholders a right to prior payment
of distributions over the Master Servicer’s, the Special 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 Special Servicer, the Trustee or the other parties to this Agreement shall have any liability to one another or to any of the Certificateholders
or any of the Companion Holders for any such election that such party makes as contemplated by this section or for any losses, damages
or other adverse economic or other effects that may arise from such an election, nor shall such election constitute a violation of the
Servicing Standard or any duty under this Agreement. None of the Master Servicer, the Special Servicer or the Trustee shall have any liability
whatsoever for making an election, or refraining from making an election, that is authorized under this Section 3.17.


No determination by the Master
Servicer (or the Special Servicer or the Trustee, as applicable) to exercise its sole option to defer the reimbursement of Advances and/or
interest thereon under this section shall be construed as an agreement by the Master Servicer (or the Special Servicer or the Trustee,
as applicable) to subordinate (in respect of realizing losses), to any Class of Certificates, such party’s right to such reimbursement
during such period of deferral.


With respect to any modification
or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received), the Master Servicer or the Special
Servicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such modification or amendment, which the 17g-5
Information Provider shall promptly post on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


(d)        
               With respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not require
the lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply amounts held
in any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or Special Servicer, as applicable,
may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the applicable reserve account, unless not
applying those amounts as a prepayment would be a violation of the Servicing Standard. Such amount may be used, if permitted under the
loan documents, to defease the loan, or may be used to prepay the Mortgage Loan (or Serviced Whole Loan), or for other purpose consistent
with the Servicing Standard and the loan documents, upon a subsequent default.


(e)              
Within three (3) Business Days after the execution of any amendment or modification of any Intercreditor Agreement, the Master
Servicer or the Special Servicer, as applicable, shall provide to the Certificate Administrator a copy of such modification or amendment
of any such Intercreditor Agreement, and such amendment or modification shall be a Reportable Event as set forth in Section 11.07.


Section 3.18       
Modifications, Waivers, Amendments and Consents. (a)  Except as set forth in Section 3.08(a), Section 3.08(b),
this Section 3.18(a), Section 3.18(c), Section 3.18(f), Section 3.18(g) and Section 6.08,
but subject to any other conditions set forth thereunder (including, without limitation, the Special Servicer’s or the Master Servicer’s




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processing and/or consent rights pursuant to
this subsection (a) with respect to any modification, waiver or amendment that constitutes a Major Decision or a Special Servicer
Decision) and, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any Serviced Whole Loan, (and with respect
to any Serviced Whole Loan, subject to the rights of the related Companion Holder, as applicable, to advise or consult with the Master
Servicer or Special Servicer, as applicable, with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant
to the terms of the related Intercreditor Agreement), the Master Servicer shall not agree to any modification, waiver or amendment to
the terms of a Mortgage Loan and/or Companion Loan that constitutes a Major Decision or Special Servicer Decision without the prior written
consent of the Special Servicer. In connection with such consent, if the Master Servicer is processing such modification, waiver or amendment,
the Master Servicer shall promptly provide the Special Servicer with notice of any request for such modification, waiver or amendment,
the Master Servicer’s written recommendation and analysis, and all information reasonably available to the Master Servicer that
may be reasonably requested by the Special Servicer in order to grant or withhold such consent; provided that in the event that
the Special Servicer does not respond within ten (10) Business Days (or 30 days in the case of an Acceptable Insurance Default) after
receipt of such recommendation and analysis and all such information reasonably requested by the Special Servicer in order to grant or
withhold such consent, plus the time period provided to the Directing Certificateholder or other relevant party under this Agreement and,
if applicable, any time period provided to a Companion Holder under a related Intercreditor Agreement, the Special Servicer’s consent
to such modification, waiver or amendment shall be deemed granted; and
provided, further, that no extension entered into pursuant to this Section 3.18(a) shall extend the Maturity
Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage
Loan secured solely or primarily by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent
consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the
expiration of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan
for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan and such
Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to
any such extension, the party processing the transaction shall (1) provide the Trustee, the Certificate Administrator, the Master
Servicer or the Special Servicer, as applicable, the Operating Advisor and ((i) prior to the occurrence of a Consultation Termination
Event and (ii) other than with respect to any Excluded Loan with respect to such party) the Directing Certificateholder and the Risk
Retention Consultation Party, with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage
Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an expense of the Trust in accordance with
Section 3.11(d)) that such extension would not constitute a “significant 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, ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to an
Excluded Loan) obtain the consent of the Directing Certificateholder (or, with respect to any Serviced AB Whole Loan, prior to the occurrence
and continuance of a related AB Control Appraisal Period, the related AB Whole Loan Controlling Holder, to the extent required under the
related Intercreditor Agreement) (or other than with respect to any Excluded Loan with




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respect to such party, consult with (x) the
Directing Certificateholder (after the occurrence and during the continuance of a Control Termination Event, but prior to the
occurrence and continuance of a Consultation Termination Event) and (y) the Risk Retention Consultation Party pursuant
to the process described in Section 6.08(a) (which consent or consultation shall be coordinated through the Special Servicer)).
Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or
consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement and subject to the Special
Servicer’s processing and/or consent rights pursuant to this subsection (a), the Master Servicer, with respect to Non-Specially
Serviced Loans, without the consent of the applicable Special Servicer or Directing Certificateholder, may modify or amend the terms of
any Mortgage Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct
or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided
that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default
with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant modification”
of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


If a Mortgagor satisfies
the requirements set forth in the definition of “COVID Modification”
and subject to the determination and consent of the Special Servicer as set forth in clause (x) of the definition of Special Servicer
Decision, the Special Servicer may enter into a COVID Modification with the related Mortgagor. In exchange for a COVID Modification Fee,
the Special Servicer shall be responsible for processing any COVID Modification and any related COVID Modification Agreement for any COVID
Modified Loan.


Any fees or other charges
charged by the Special Servicer in connection with processing any COVID Modification or related COVID Modification Agreement with respect
to any COVID Modified Loan (in the aggregate with any other COVID Modification or COVID Modification Agreement with respect to such COVID
Modified Loan) shall not exceed an amount equal to 0.30% of the Cut-off Date Balance of the applicable Mortgage Loan (plus reasonable
and customary attorney’s fees and expenses, out of pocket third party fees and expenses and filing fees) and shall only be borne
by the related Mortgagor, not the Trust (“COVID Modification Fees”), and no Special Servicing Fee, Workout Fee or Liquidation
Fee will be payable in connection with a COVID Modification. To the extent that a Mortgagor with respect to any Mortgage Loan or Serviced
Whole Loan defaults under a COVID Modification or the Mortgage Loan becomes a Specially Serviced Loan, all caps and limitations on COVID
Modification Fees shall not be applicable and the Special Servicer shall be entitled to all other fees that would otherwise be payable
to the special servicer from the issuing entity or otherwise, including Special Servicing Fees, Workout Fees, Liquidation Fees, default
interest and all other Mortgagor-paid fees.


Subject to Section 6.08,
applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special Servicer
shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any
time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or
related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless




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(i) the Master Servicer or the Special
Servicer, as applicable, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the
Directing Certificateholder and the Risk Retention Consultation Party, if permitted by the applicable Rating Agency) and a confirmation
of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25) and (ii) such substitution would not be a “significant modification” of the Mortgage Loan and/or
related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse
REMIC Event to occur (and the Master Servicer or Special Servicer, as applicable, may obtain and rely upon an Opinion of Counsel (at the
expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense
of the Trust) with respect thereto).


In connection with (i) the
release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property from the lien
of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion
of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Mortgage Loan documents require
the Master Servicer or the Special Servicer, as applicable, to calculate (or to approve the calculation of the related Mortgagor of) the
loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property
constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan,
then such calculation shall, unless then permitted by the REMIC Provisions, exclude the value of personal property and going concern value,
if any, as determined by an appropriate third party.


If, following any such release
or taking, the loan-to-value ratio (as so calculated) is greater than 125%, the Master Servicer or Special Servicer, as applicable, shall
require payment of principal by a “qualified amount” as determined under Revenue Procedure 2010-30 or any successor provision,
unless the related Mortgagor provides an Opinion of Counsel (at the expense of the related Mortgagor if allowed by the terms of the related
Mortgage Loan documents, and if not allowed, at the expense of the Trust) that, if such amount is not paid, the related Mortgage Loan
will not fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but without regard to the
rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective obligation to be treated as a qualified mortgage).


Upon receiving a request for
any matter described in this Section 3.18(a) that constitutes a Special Servicer Decision (other than a matter listed under subclauses
(i) and (ii) of clause (v) of Special Servicer Decisions) or a Major Decision with respect to any Non-Specially Serviced Loan, the Master
Servicer shall forward such request to the Special Servicer and, unless the Master Servicer and the Special Servicer mutually agree that
the Master Servicer shall process such request, the Special Servicer shall process such request and the Master Servicer shall have no
further obligation with respect to such request or such Special Servicer Decision




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(other than a matter listed under subclauses
(i) and (ii) of clause (v) of Special Servicer Decisions) or Major Decision.


(b)              
If the Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness or
deferral of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge of additional collateral)
of the terms of a Specially Serviced Loan (or any Non-Specially Serviced Loan with respect to which such determination derives from the
Special Servicer’s consideration of a Major Decision or Special Servicer Decision that is subject to its processing and/or consent
rights pursuant to Section 3.18(a) of this Agreement) with respect to which a payment default or other material default has occurred
or a payment default or other material default is, in the Special Servicer’s judgment, reasonably foreseeable (as evidenced by an
Officer’s Certificate of the Special Servicer), is reasonably likely to produce a greater recovery on a net present value basis
(the relevant discounting to be performed at the related Mortgage Rate) to the Trust and, if applicable, the Companion Holders, as the
holders of the related Serviced Companion Loan, than liquidation of such Specially Serviced Loan, then the Special Servicer may agree
to a modification, waiver or amendment of such Specially Serviced Loan, subject to (x) the provisions of this Section 3.18(b)
and Section 3.18(c), (y)(a) with respect to any Mortgage Loan other than any Excluded Loan with respect to the Directing
Certificateholder, prior to the occurrence and continuance of a Control Termination Event, the approval of the Directing Certificateholder
(or after the occurrence and during the continuance of a Control Termination Event, but prior to a Consultation Termination Event, upon
consultation with the Directing Certificateholder) as provided in Section 6.08 and (b) with respect to any Major Decision
in respect of a Specially Serviced Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party, upon consultation
with the Risk Retention Consultation Party as provided in Section 6.08; provided that with respect to any Serviced
AB Whole Loan, prior to the occurrence and continuance of the related AB Control Appraisal Period, the approval of the related AB Whole
Loan Controlling Holder will be required to the extent set forth in the related Intercreditor Agreement and the Directing Certificateholder
shall have no consent or consultation rights, and the Risk Retention Consultation Party shall have no consultation rights, regarding the
matter; and (z) additionally, with respect to a Serviced Whole Loan, the rights of the related Companion Holder or with respect to
a Mortgage Loan (other than any Non-Serviced Mortgage Loan) with mezzanine debt, the rights of the related mezzanine lender, to advise
or consult with the Special Servicer with respect to, or consent to, such modification, waiver or amendment, in each case, pursuant to
the terms of the related Intercreditor Agreement or mezzanine intercreditor agreement, as applicable; provided that in the case
of any release or substitution of collateral (other than a defeasance), the Special Servicer shall have obtained an Opinion of Counsel
that such release or substitution would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury
Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event to occur. Notwithstanding anything herein to the contrary,
with respect to any Excluded Loan (regardless of whether a Control Termination Event has occurred and is continuing), the Special Servicer
shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major
Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures
set forth in Section 6.08 for consulting with the Operating Advisor.




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The Special Servicer shall
use its reasonable efforts to the extent possible to cause each Specially Serviced Loan to fully amortize prior to the Rated Final Distribution
Date and shall not agree to a modification, waiver or amendment of any term of any Specially Serviced Loan if such modification, waiver
or amendment would (1) extend the Maturity Date of any such Specially Serviced Loan to a date occurring later than the earlier of
(a) five (5) years prior to the Rated Final Distribution Date and (b) if such Specially Serviced Loan is secured solely or primarily
by a leasehold estate and not also the related fee interest, the date occurring twenty (20) years or, to the extent consistent with the
Servicing Standard giving due consideration to the remaining term of the Ground Lease and, ((i) prior to the occurrence and continuance
of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to such party) with the consent
of the Directing Certificateholder and ((i) to the extent such modification, waiver or amendment constitutes a Major Decision and (ii)
other than with respect to any Excluded Loan with respect to such party) after consultation with the Risk Retention Consultation Party,
ten (10) years prior to the expiration of such leasehold estate (including any options to extend such leasehold estate exercisable unilaterally
by the related Mortgagor), or (2) provide for the deferral of interest unless interest accrues on the related Mortgage Loan, or Serviced
Whole Loan generally at the related Mortgage Rate.


(c)              
Any provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion Loan
is in default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall be collected
by any Master Servicer or Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent or any modification,
waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount thereof is specified in the related Mortgage
Note) if the collection of such fee would cause such consent, modification, waiver or amendment to be a “significant modification”
of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


To the extent consistent
with this Agreement (including, without limitation, the first sentence of Section 3.18(a), and Section 6.08),
the Master Servicer (as provided in Section 3.08(a) and 3.08(b) and subject to the Special Servicer’s processing
and/or consent rights, if any such waiver, modification or amendment constitutes a Major Decision or Special Servicer Decision) or the
Special Servicer may, consistent with the Servicing Standard, agree to any waiver, modification or amendment of a Mortgage Loan and/or
Serviced Companion Loan that is not in default or as to which default is not reasonably foreseeable only if the contemplated waiver, modification
or amendment (i) will not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations
Section 1.860G-2(b) and (ii) will not cause an Adverse REMIC Event to occur. In making this determination, the Master Servicer
or Special Servicer may obtain and rely upon (and shall provide to the Trustee and the Certificate Administrator if obtained) an Opinion
of Counsel (at the expense of the related Mortgagor or such other Person requesting such modification or, if such expense cannot be collected
from the related Mortgagor or such other Person, to be paid out of the Collection Account pursuant to Section 3.05(a); provided
that the Master Servicer or Special Servicer, as the case may be, shall use its reasonable efforts to collect such fee from the Mortgagor
or such other Person to the extent permitted under the related Mortgage Loan documents). Notwithstanding the foregoing, neither the Master
Servicer nor the Special Servicer may waive the payment of any Prepayment Premium or Yield Maintenance Charge or the requirement that
any prepayment of a Mortgage




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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.


(d)              
Subject to Section 3.18(c), the Master Servicer and the Special Servicer each may, as a condition to its granting any
request by a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other matter or thing, the granting
of which is within the Master Servicer’s or the Special Servicer’s, as the case may be, discretion pursuant to the terms of
the instruments evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by the terms of this Agreement, require
that such Mortgagor pay to the Master Servicer or the Special Servicer, as the case may be, as additional servicing compensation, a reasonable
or customary fee, for the additional services performed in connection with such request; provided that the charging of such fee
is not a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


(e)              
All modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into pursuant
to this Section 3.18 shall be in writing, signed by the Master Servicer or the Special Servicer, as the case may be, and the
related Mortgagor (and by any guarantor of the related Mortgage Loan, if such guarantor’s signature is required by the Special Servicer
in accordance with the Servicing Standard).


With respect to any modification,
waiver, amendment or consent for which it is responsible for processing pursuant
to Section 3.18(a), the Special Servicer shall notify the Master Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event), the Directing Certificateholder
(other than (i) following the occurrence of a Consultation Termination Event and (ii) with respect to any Excluded Loan), the
Risk Retention Consultation Party (other than with respect to any Excluded Loan), the applicable Companion Holder (or if such Companion
Loan is included in a securitization, the master servicer of such Other Securitization) (unless, with respect to a holder of a Serviced
AB Subordinate Companion Loan, an AB Control Appraisal Period has occurred, if applicable), and the 17g-5 Information Provider (which
shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c))
in writing of any modification, waiver or amendment (in each case, after it is finalized and executed) of any term of any Mortgage Loan
or Companion Loan that is modified, waived or amended and the date thereof. With respect to any modification, waiver or amendment (in
each case, after it is finalized and executed) for which it is responsible for
processing pursuant to Section 3.18(a), the Master Servicer shall provide written notice of any such modification,
waiver or amendment to the Trustee, the Certificate Administrator, the Special Servicer, the Directing Certificateholder (prior to the
occurrence of a Consultation Termination Event and other than with respect to an Excluded Loan), the Risk Retention Consultation Party
(other than with respect to any Excluded Loan), the applicable Companion Holder (unless, with respect to a holder of a Serviced AB Subordinate
Companion Loan, an AB Control Appraisal Period has occurred, if applicable) and the related Mortgage Loan Seller (so long as such Mortgage
Loan Seller is not a Master Servicer or Sub-Servicer of such Mortgage Loan or the Directing Certificateholder or the Risk Retention
Consultation Party) and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)). The party responsible for delivering notice shall




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deliver to the Custodian with a copy to the
Master Servicer (if such notice is being delivered by the Special Servicer) for deposit in the related Mortgage File, an original counterpart
of the agreement relating to such modification, waiver or amendment, promptly (and in any event within ten (10) Business Days) following
the execution thereof, with a copy to the applicable Companion Holder (or if such Companion Loan is in a securitization, the master servicer
of such Other Securitization), if any. Following receipt of the Master Servicer’s or the Special Servicer’s, as applicable,
delivery of the aforesaid modification, waiver or amendment to the Certificate Administrator, the Certificate Administrator shall forward
a copy thereof to each Holder of a Certificate (other than the Class R or Class S Certificates) upon request. With respect to the
processing of any modification, waiver or consent related to any Mortgagor incurring Additional Debt or mezzanine debt, the Special Servicer
(if the Special Servicer processes such modification, waiver or consent pursuant to Section 3.18(a)) or the Master Servicer
(if the Master Servicer processes such modification, waiver or consent pursuant to Section 3.18(a)) shall, on or before the
later of (i) 3:00 p.m. on the related P&I Advance Date and (ii) five (5) Business Days immediately following the Master
Servicer or Special Servicer, as applicable, obtaining actual knowledge of the incurrence of such Additional Debt or mezzanine debt, deliver
notice of the Mortgagor’s incurrence of such debt, substantially in the form of Exhibit KK, to cts.sec.notifications@wellsfargo.com.
The notice contemplated in the preceding sentence shall set forth, to the extent the Special Servicer or Master Servicer, as applicable,
has the requisite information or can reasonably obtain such information, (1) the amount of Additional Debt that was incurred in the related
Collection Period, (2) the total debt service coverage ratio calculated on the basis of such Mortgage Loan and Additional Debt, and (3)
the aggregate LTV Ratio calculated on the basis of such Mortgage Loan and Additional Debt. In the event that either (i) the CREFC®
Investor Reporting Package is amended to include such information set forth above, in a manner reasonably acceptable to the Master Servicer,
Special Servicer and Certificate Administrator, as applicable, and the Master Servicer confirms with the Certificate Administrator that
such amended CREFC® Investor Reporting Package enables the Certificate Administrator to include such information on Form
10-D in a manner reasonably acceptable to the Certificate Administrator, or (ii) the Trust is no longer subject to the Exchange Act,
the additional report in the form of Exhibit KK shall no longer be required hereunder. From time to time, the Master Servicer,
Special Servicer and Certificate Administrator may agree on a different delivery time and format for the information set forth in this
paragraph.


(f)               
The Master Servicer shall process all defeasance transactions, subject to the Special Servicer’s consent with respect to
any Special Servicer Decision relating to a defeasance. Notwithstanding the foregoing, the Master Servicer shall not permit (or, with
regard to any Non-Serviced Mortgage Loan, take any act in furtherance of) the substitution of any Mortgaged Property pursuant to the
defeasance provisions of any Mortgage Loan or a Serviced Whole Loan unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii)
and the Master Servicer has received (i) replacement collateral consisting of government securities within the meaning of Treasury
Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements of the applicable Mortgage Loan documents, in an amount
sufficient to make all scheduled payments under the related Mortgage Loan (or 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




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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 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.


(g)              
Notwithstanding anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the
contrary, the Master Servicer may permit the substitution of “government securities,” within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) for any Mortgaged Property
pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or any portion thereof), in lieu of
the defeasance collateral specified in the related Mortgage Loan documents or Serviced Whole Loan documents, as applicable; provided
that such substitution is consistent with the Servicing Standard and the Master Servicer (subject to the Special Servicer’s processing
and/or consent rights with respect to any such action that constitutes a Major Decision or a Special Servicer Decision) reasonably determines
that allowing their use would not cause a default or event of default to become reasonably foreseeable and the Master Servicer receives
an Opinion of Counsel (at the expense of the Mortgagor to the extent permitted under the Mortgage Loan documents and, if applicable, Companion
Loan documents or otherwise as a Trust Fund expense) to the effect that such use would not be and would not constitute a “significant
modification” of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations




    	 	-265-	 



     


    

Section 1.860G-2(b) and would not
otherwise constitute an Adverse REMIC Event with respect to any Trust REMIC; and provided, further, that the requirements
set forth in Section 3.18(f) (including receipt of any Rating Agency Confirmation) are satisfied; and provided, further,
that such securities are backed by the full faith and credit of the United States government, or the Master Servicer shall obtain Rating
Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25).


Notwithstanding the foregoing,
with respect to the Mortgage Loans identified as Mortgage Loan Numbers 2, 4, 5, 9, 10, 12, 13, 15, 18, 23, 26, 28, 31, 33, 34, 37, 40,
41, 43, 44, 45, 48, 49, 51, 52, 54, 55, 56, 57 and 58 for which SMC, UBS, BSPRT, LMF or Natixis 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 SMC, UBS, BSPRT, LMF or Natixis 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 SMC, UBS, BSPRT, LMF or Natixis, 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
SMC, UBS, BSPRT, LMF or Natixis is the related Mortgage Loan Seller shall be delivered to the related Mortgage Loan Seller at its respective
notice address provided under Section 13.05. With respect to any such Mortgage Loan that is subject to defeasance, if the
successor borrower is not designated or formed by the related Mortgage Loan Seller or any Affiliate or successor thereto, the successor
borrower shall be reasonably acceptable to the Master Servicer in accordance with the Servicing Standard.


(h)              
If required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard,
the Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which shall be Eligible
Accounts, into which all payments received by the Master Servicer from any defeasance collateral substituted for any Mortgaged Property
shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Mortgage Loan or Companion Loan
documents. Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts to be maintained in the Defeasance
Account for a period in excess of ninety (90) days, unless such amounts are reinvested by the Master Servicer in “government securities,”
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii).
To the extent not required or permitted to be placed in a separate account, the Master Servicer shall deposit all payments received by
it from defeasance collateral substituted for any Mortgaged Property into the Collection Account and treat any such payments as payments
made on the Mortgage Loan or Companion Loan in




    	 	-266-	 



     


    

advance of its Due Date in accordance with
clause (a)(i) of the definition of “Aggregate Available Funds” and not as a prepayment of the related Mortgage
Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer permit such amounts to
be maintained in the Collection Account for a period in excess of 365 days (or 366 days in the case of a leap year).


(i)                
Notwithstanding anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as applicable,
shall, unless it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced
Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25) (the
cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related loan documents and otherwise paid out
of general collections) grant or accept any consent, approval or direction regarding the termination of the related property manager or
the designation of any replacement property manager, with respect to any Mortgaged Property that secures a Mortgage Loan that (i) is
one of the ten largest Mortgage Loans by Stated Principal Balance or (ii) has an unpaid principal balance that is at least equal
to five percent (5%) of the then aggregate principal balance of all Mortgage Loans or $35,000,000.


(j)                
Notwithstanding anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment in
connection with any defeasance transaction contemplated by clause (v) in the definition of “Special Servicer Decision,” if
applicable, the Special Servicer shall not process, consent to or approve, as applicable, any such modification, waiver, consent or amendment
without first having received a copy of an Opinion of Counsel addressed to the Special Servicer and the Master Servicer that such modification,
waiver, consent or amendment will not cause an Adverse REMIC Event to occur.


In addition to the foregoing,
the Mortgagors may request payment forbearance because of COVID-19 related financial hardship. The Special Servicer shall be allowed to
grant a forbearance on a Mortgage Loan related to the global COVID-19 Emergency if (i) prior to October 1, 2021 (or prior to a later date
provided by the IRS in any future guidance), the period of forbearance granted, when added to any prior periods of forbearance granted
before or after the Trust acquired such Mortgage Loan (whether or not such prior grants of forbearance were covered by Section 5.02(2)
of Revenue Procedure 2020-26 (as extended by Revenue Procedure 2021-12 or any future guidance)), does not exceed six months (or such longer
period of time as may be allowed by guidance that is binding on federal income tax authorities) and such forbearance is otherwise covered
by Section 5.02(2) of Revenue Procedure 2020-26 (as extended by Revenue Procedure 2021-12 or any future guidance), (ii) such forbearance
is permitted under another provision of this Agreement and the requirements under such provision are satisfied, or (iii) an Opinion of
Counsel is delivered to the effect that such forbearance will not result in an Adverse REMIC Event.


Section 3.19       
Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report. (a)  Upon
determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan (other than any Non-Serviced Mortgage




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Loan), Serviced Companion Loan, the Master
Servicer or the Special Servicer, as applicable, shall promptly give notice to the Master Servicer or the Special Servicer, as applicable,
the Operating Advisor and ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than with respect
to any Excluded Loan) the Directing Certificateholder thereof, and the Master Servicer shall deliver the related Mortgage File and Servicing
File to the Special Servicer and concurrently provide a copy of such Servicing File, exclusive of all Privileged Communications, to the
Operating Advisor. The Master Servicer shall use its reasonable efforts to provide the Special Servicer with all documents and records
(including records stored electronically on computer tapes, magnetic discs and the like) relating to such Mortgage Loan and, if applicable,
the related Serviced Companion Loan, either in the Master Servicer’s possession or otherwise available to the Master Servicer without
undue burden or expense, and reasonably requested by the Special Servicer to enable it to assume its functions hereunder with respect
thereto. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the
occurrence of each related Servicing Transfer Event (or, in the case of clauses (viii), (ix) or (x) of the definition of Servicing
Transfer Event, within five (5) Business Days of receiving notice from the Special Servicer of such Servicing Transfer Event when the
Special Servicer makes the determination) and in any event shall continue to act as Master Servicer and administrator of such Mortgage
Loan and, if applicable, the related Serviced Companion Loan until the Special Servicer has commenced the servicing of such Mortgage Loan
and, if applicable, the related Serviced Companion Loan. The Master Servicer shall deliver to the Trustee, the Certificate Administrator,
the Operating Advisor, and ((i) prior to the occurrence of a Consultation Termination Event or (ii) other than with respect
to any Excluded Loan) the Directing Certificateholder, a copy of the notice of such Servicing Transfer Event provided by the Master Servicer
to the Special Servicer, or by the Special Servicer to the Master Servicer, pursuant to this Section 3.19. Prior to the occurrence
of a Consultation Termination Event, the Certificate Administrator shall deliver to each Controlling Class Certificateholder a copy of
the notice of such Servicing Transfer Event provided by the Master Servicer pursuant to this Section 3.19.


Notwithstanding the foregoing,
if, during the time the Special Servicer is processing a COVID Modification a separate Servicing Transfer Event occurs that would have
been addressed by the COVID Modification in process (including, but not limited to, up to a 60 day delinquency in payment under a Mortgage
Loan), subject to the Servicing Standard, the Special Servicer shall either (i) complete the COVID Modification or (ii) designate the
loan as a Specially Serviced Loan as determined by the Special Servicer in accordance with the Servicing Standard.


Upon determining that a Specially
Serviced Loan (other than an REO Loan) has become current and has remained current for three consecutive Periodic Payments (provided
that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer, and (ii) for
such purposes taking into account any modification or amendment of such Mortgage Loan and, if applicable, the related Companion Loan),
and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer shall immediately give notice thereof
to the Master Servicer, the Operating Advisor, the related Serviced Companion Noteholder (unless with respect to a Serviced AB Whole Loan
an AB Control Appraisal Period has occurred) and ((i) prior to the occurrence of a Consultation Termination Event and (ii) other
than with respect to any Excluded Loan) the Directing




    	 	-268-	 



     


    

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 (i) a report (the “Asset Status Report”) with respect to such Mortgage Loan and related Companion
Loan, if applicable, and the related Mortgaged Property and (ii) one or more additional Asset Status Reports with respect to a Specially
Serviced Loan 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 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 recommendation as to how the Specially Serviced Loan might be returned to performing status
or otherwise liquidated in accordance with the Servicing Standard (each such report a “Subsequent Asset Status Report”).
The Special Servicer shall deliver each Asset Status Report in electronic form to: (i) the Master Servicer, (ii) the Directing Certificateholder
(but only in respect of any Mortgage Loan other than any Excluded Loan as to such party and in any event prior to the occurrence of a
Consultation Termination Event), (iii) the Risk Retention Consultation Party (but only with respect to any Mortgage Loan other than any
Excluded Loan as to such party), (iv) the AB Whole Loan Controlling Holder with respect to the Serviced AB Whole Loan, only to the extent
the Serviced AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period, (v) the Operating Advisor (but, other
than with respect to an Excluded Loan as to the Directing Certificateholder or the Holder of the majority of the Controlling Class, only
after the occurrence and during the continuance of a Control Termination Event, and in the case of any Serviced AB Whole Loan, only to
the extent such Serviced AB Whole Loan is subject to an AB Control Appraisal Period), (vi) the 17g-5 Information Provider (which shall
promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) and, (vii)
with respect to any related Serviced Companion




    	 	-269-	 



     


    

Loan, to the extent the related Serviced Companion
Loan has been included in an Other Securitization, to the master servicer of such Other Securitization into which the related Serviced
Companion Loan has been sold or to the related Companion Holder. Such Asset Status Report shall set forth the following information to
the extent reasonably determinable based on the information that was delivered to the Special Servicer in connection with the transfer
of servicing pursuant to the Servicing Transfer Event:


(i)                     
a summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


(ii)                  
a discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing
Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other collateral
for the related Specially Serviced Loan (and any related Serviced Companion Loan) and whether outside legal counsel has been retained;


(iii)                  
the most current rent roll and income or operating statement available for the related Mortgaged Property;


(iv)                                 (A) the
Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including the modification
of a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master Servicer for regular servicing or foreclosed
or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property), (B) a description of any such proposed
or taken actions, and (C) the alternative courses of action that were or are being considered by the Special Servicer in connection
with the proposed or taken actions;


(v)                                          the status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed
workouts and the status of any 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




    	 	-270-	 



     


    

adjustments to the valuation of such
Mortgaged Property made by the Special Servicer together with an explanation of those adjustments; and


(x)                 
      such other information as the Special Servicer deems relevant in light of the Servicing Standard.


A summary of each Final Asset
Status Report shall be provided to the Certificate Administrator and the Trustee.


If within ten (10) Business
Days (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days) of receiving an Asset Status
Report, the Directing Certificateholder does not disapprove such Asset Status Report in writing or if the Special Servicer makes a determination,
in accordance with the Servicing Standard that the disapproval by the Directing Certificateholder (communicated to the Special Servicer
within ten (10) Business Days (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business
Days)) is not in the best interest of all the Certificateholders, the Special Servicer shall implement the recommended action as outlined
in such Asset Status Report; provided, however, that the Special Servicer may not take any action that is contrary to applicable
law, the Servicing Standard or the terms of the applicable Mortgage Loan documents. If, with respect to any Mortgage Loan other than an
Excluded Loan as to the Directing Certificateholder or the Holder of the majority of the Controlling Class, prior to the occurrence and
continuance of any Control Termination Event, the Directing Certificateholder disapproves such Asset Status Report within ten (10)
Business Days (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) 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 of a Consultation Termination Event and, in the case of a Serviced
AB Whole Loan, only prior to the occurrence of a Consultation Termination Event and during an AB Control Appraisal Period with respect
to the related AB Subordinate Companion Loan), the Operating Advisor (but only after the occurrence and during the continuance of a Control
Termination Event) and the 17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)). With respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence
and continuance of any Control Termination Event, the Special Servicer shall revise such Asset Status Report as described above in this
Section 3.19(d) until the Directing Certificateholder shall fail to disapprove such revised Asset Status Report in writing
within ten (10) Business Days (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) 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; provided that, if the Directing Certificateholder
has not approved the Asset Status Report for a period of sixty (60) Business Days following the first submission of an Asset Status Report,
the Special Servicer shall follow the Directing Certificateholder’s direction, if such direction is consistent with the Servicing
Standard; provided, however, that if the Directing Certificateholder’s direction would cause the Special Servicer
to violate the Servicing Standard, the Special Servicer may act upon the most recently submitted form of Asset Status Report; provided,
further, however, that such Asset




    	 	-271-	 



     


    

Status Report does not, and is not intended
to be, a substitute for the approvals that are specifically required pursuant to Section 6.08. Prior to a Control Termination
Event, the Special Servicer shall deliver each Final Asset Status Report to the Operating Advisor promptly following the Directing Certificateholder
Approval Process.


The Special Servicer may,
from time to time, modify any Asset Status Report it has previously delivered and implement such report; provided that such report
shall have been prepared, reviewed and not rejected pursuant to the terms of this Section 3.19(d). Notwithstanding anything
herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination Event has occurred and is continuing),
the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with an Asset Status Report for an
Excluded Loan which includes a Major Decision and consider alternative actions recommended by the Operating Advisor, in respect thereof,
in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


No direction or disapproval
of the Directing Certificateholder hereunder or under a related Intercreditor Agreement or failure of the Directing Certificateholder
to consent to or approve (including any deemed consents or approvals) any request of the Special Servicer, shall (a) require or cause
the Special Servicer to violate the terms of a Specially Serviced Loan, applicable law or any provision of this Agreement, including the
Special Servicer’s obligation to act in accordance with the Servicing Standard and to maintain the REMIC status of each Trust REMIC
and the status of the Grantor Trust as a grantor trust, (b) result in the imposition of a “prohibited transaction” or
“prohibited contribution” tax under the REMIC Provisions, (c) expose the Master Servicer, the Special Servicer, the Depositor,
the Operating Advisor, the Mortgage Loan Sellers, the Trust, the Trustee, the Certificate Administrator or their respective officers,
directors, members, employees or agents to any claim, suit or liability or (d) materially expand the scope of the Special Servicer’s,
Trustee’s or the Master Servicer’s responsibilities under this Agreement.


If a Control Termination
Event has occurred and is continuing (or, with respect to a Serviced AB Whole Loan, if both a Control Termination Event has occurred and
is continuing and an AB Control Appraisal Period is in effect), the Special Servicer shall promptly deliver each Asset Status Report prepared
in connection with a Specially Serviced Loan to the Operating Advisor (and if no Consultation Termination Event has occurred and such
Specially Serviced Loan is not an Excluded Loan as to such party, the Directing Certificateholder). Prior to the occurrence and continuance
of a Control Termination 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. 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




    	 	-272-	 



     


    

Termination Event has occurred and is continuing
and such Specially Serviced Loan is not an Excluded Loan as to such party, the Directing Certificateholder) in connection with the Special
Servicer’s preparation of any Asset Status Report. The Special Servicer shall revise the Asset Status Report as it deems necessary
to take into account any input and/or comments from the Operating Advisor (and if no Consultation Termination Event has occurred and is
continuing and such Specially Serviced Loan is not an Excluded Loan as to such party, the Directing Certificateholder), to the extent
the Special Servicer determines that the Operating Advisor’s and/or Directing Certificateholder’s input and/or recommendations
are consistent with the Servicing Standard and in the best interest of the Certificateholders as a collective whole (or, with respect
to a Serviced Whole Loan, the best interest of the Certificateholders and the holders of the related Companion Loan, as a collective whole
(taking into account the subordinate or pari passu nature of such Companion Loan)).


If the Special Servicer determines
to revise any Asset Status Report to take into account any input and/or comments from the Operating Advisor or the Directing Certificateholder,
the Special Servicer shall promptly revise the Asset Status Report, if applicable (but is under no obligation to follow any particular
recommendation of the Operating Advisor or the Directing Certificateholder), and deliver to the Operating Advisor and the Directing Certificateholder
the revised Asset Status Report (until a Final Asset Status Report is issued).


After the occurrence and
during the continuance of a Control Termination Event, the Directing Certificateholder (and at any time with respect to any Excluded Loan
as to such party) shall have no right to consent to any Asset Status Report under this Section 3.19. After the occurrence
and during the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination Event, the Directing
Certificateholder (except with respect to any Excluded Loan or, prior to the occurrence and continuance of an AB Control Appraisal Period,
the related Serviced AB Whole Loan), and, if a Control Termination Event has occurred and is continuing, the Operating Advisor, shall
consult with the Special Servicer (electronically or telephonically) and propose alternative courses of action and provide other feedback
on a non-binding basis in respect of any Asset Status Report. After the occurrence of a Consultation Termination Event (and at any time
with respect to any Excluded Loan), the Directing Certificateholder (other than in its capacity as a Certificateholder) shall have no
right to receive any Asset Status Report or otherwise consult with the Special Servicer with respect to Asset Status Reports and the Special
Servicer shall only be obligated to consult with the Operating Advisor with respect to any Asset Status Report as described above. The
Special Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in accordance with the Servicing Standard
to take into account any input and/or recommendations of the Operating Advisor or the Directing Certificateholder during the applicable
periods described above, but is under no obligation to follow any particular recommendation of the Operating Advisor or the Directing
Certificateholder.


Notwithstanding the foregoing,
prior to the occurrence and continuance of an AB Control Appraisal Period with respect to a Serviced AB Whole Loan, the Special Servicer
shall prepare an Asset Status Report for any Serviced AB Whole Loan, upon it becoming a Specially Serviced Loan pursuant to this Agreement
and the related Intercreditor Agreement, but the Directing Certificateholder will have no approval rights over any such Asset Status Report,
and




    	 	-273-	 



     


    

the consent or approval rights with respect
to such Asset Status Report shall be as set forth in the related Intercreditor Agreement.


(e)              
(i)  Upon receiving notice of the occurrence of the events described in clause (iv) and (x) of the
definition of Servicing Transfer Event (without regard to the 60-day or 30-day period, respectively, set forth therein), the Master
Servicer shall with reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the Special Servicer with
all information relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by the Special Servicer to enable it
to negotiate with the related Mortgagor. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within
five (5) Business Days of the occurrence of each such event.


(ii)              
After the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence of an event
described in clause (iv) or (x) of the definition of Servicing Transfer Event (without regard to the 60-day or
30-day period, respectively, set forth therein), the Master Servicer shall deliver notice thereof to the Operating Advisor at the
same time such notice is provided to the Special Servicer pursuant to clause (i) above.


(f)               
Prior to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following the establishment
of a Final Asset Status Report with respect to any Specially Serviced Loan (other than any Excluded Loan), the Special Servicer shall
deliver in electronic format to the Directing Certificateholder a draft notice that will include a draft summary of the Final Asset Status
Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged Information) and shall deliver each
Final Asset Status Report with respect to a Serviced AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal
Period (to the extent approved by the related AB Whole Loan Controlling Holder), to the AB Whole Loan Controlling Holder. With respect
to any Mortgage Loan other than an Excluded Loan, if, prior to the occurrence and continuance of a Control Termination Event, within ten (10)
Business Days (or, if the Directing Certificateholder and the Special Servicer are affiliates, 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 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




    	 	-274-	 



     


    

Certificate Administrator for posting on the
Certificate Administrator’s Website pursuant to Section 3.13(b) notwithstanding such disapproval. The Special Servicer
shall promptly deliver (but in any event no later than two (2) Business Days following its completion) a copy of each Final Asset Status
Report to the Operating Advisor. The Special Servicer shall prepare a summary of any Final Asset Status Report related to any Serviced
AB Whole Loan for which the related holder of an AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period, which
Final Asset Status Report has been approved or deemed approved by the holder of the related AB Subordinate Companion Loan in accordance
with the related Intercreditor Agreement (to the extent such Intercreditor Agreement requires such approval or deemed approval), and deliver
in electronic format notice of such Final Asset Status Report and the summary of such Final Asset Status Report to the Certificate Administrator
for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b).


(g)              
No provision of this Section 3.19 shall require the Special Servicer to take or to refrain from taking any action because
of any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.


Section 3.20       
Sub-Servicing Agreements. (a)  The Master Servicer and Special Servicer may enter into Sub-Servicing Agreements
to provide for the performance by third parties of any or all of its respective obligations hereunder; provided that the Sub-Servicing
Agreement as amended or modified: (i) is consistent with this Agreement in all material respects and requires the Sub-Servicer
to comply with all of the applicable conditions of this Agreement; (ii) provides that if the Master Servicer or Special Servicer,
as applicable, shall for any reason no longer act in such capacity hereunder (including, without limitation, by reason of a Servicer Termination
Event), the Trustee or its designee shall thereupon assume all of the rights and, except to the extent they arose prior to the date of
assumption, obligations of such party under such agreement, or, alternatively, may act in accordance with Section 7.02 hereof
under the circumstances described therein (subject to Section 3.20(g) hereof); (iii) provides that the Trustee (for the
benefit of the Certificateholders and the related Companion Holder (if applicable)) and the Trustee (as holder of the Lower-Tier Regular
Interests) shall be a third party beneficiary under such Sub-Servicing Agreement, but that (except to the extent the Trustee or its
designee assumes the obligations of such party thereunder as contemplated by the immediately preceding clause (ii)) none of
the Trust, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Master Servicer
or Special Servicer, as applicable (other than the Master Servicer or Special Servicer that enters into such Sub-Servicing Agreement),
any successor master servicer or successor special servicer or any Certificateholder (or the related Companion Holder, if applicable)
shall have any duties under such Sub-Servicing Agreement or any liabilities arising therefrom; (iv) permits any purchaser of
a Mortgage Loan 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) hereof and in such additional manner and by such other
Persons as is provided in such Sub-Servicing Agreement; (v) does not permit the Sub-Servicer any direct rights of indemnification
that may be satisfied out of assets of the Trust except through the Master Servicer or the Special Servicer, as the case may be, if and
only to the extent provided pursuant to Section 6.04; (vi) does not permit the Sub-Servicer to modify any Mortgage Loan
unless and to the extent the Master Servicer or Special Servicer, as applicable, is permitted




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hereunder to modify such Mortgage Loan; (vii)
does not permit the Sub-Servicer to take any action constituting a Major Decision or a Special Servicer Decision without the consent of
the Master Servicer or Special Servicer, as applicable (subject to the rights of the Directing Certificateholder pursuant to Section
6.08); (viii) with respect to any Sub-Servicing Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing
Function Participant or an Additional Servicer, such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into, is
not a Prohibited Party and (ix) provides that the Sub-Servicer shall be in default under the related Sub-Servicing Agreement
and such Sub-Servicing Agreement shall be terminated (following the expiration of any applicable Grace Period) if, among other things,
the Sub-Servicer fails (A) to deliver by the due date any Exchange Act reporting items required to be delivered to the Master
Servicer, the Certificate Administrator or the Depositor under Article XI or under the Sub-Servicing Agreement or to the
master servicer, certificate administrator or depositor under any other pooling and servicing agreement that the Depositor is a party
to, or (B) to perform in any material respect any of its covenants or obligations contained in the Sub-Servicing Agreement regarding
creating, obtaining or delivering any Exchange Act reporting items required for any party to this Agreement to perform its obligations
under Article XI or under any other pooling and servicing agreement governing any related Serviced Companion Loan. Any successor
master servicer or special servicer, as applicable, hereunder shall, upon becoming successor master servicer or special servicer, as applicable,
be assigned and may assume any Sub-Servicing Agreements from the predecessor master servicer or special servicer, as applicable (subject
to Section 3.20(g) hereof). In addition, each Sub-Servicing Agreement entered into by the Master Servicer may but need not provide
that the obligations of the Sub-Servicer thereunder may terminate with respect to any Mortgage Loan 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 applicable, shall deliver to the Trustee copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof,
entered into by it, in each case promptly upon its execution and delivery of such documents. References in this Agreement to actions taken
or to be taken by the Master Servicer include actions taken or to be taken by a Sub-Servicer on behalf of the Master Servicer; and, in
connection therewith, all amounts advanced by any Sub-Servicer (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer,
although it need not so provide) to satisfy the obligations of the Master Servicer hereunder to make Advances shall be deemed to have
been advanced by the Master Servicer out of its own funds and, accordingly, in such event, such Advances shall be recoverable by such
Sub-Servicer in the same manner and out of the same funds as if such Sub-Servicer were the Master Servicer, and, for so long as they are
outstanding, such Advances shall accrue interest in accordance with Section 3.03(d), such interest to be allocable between the
Master Servicer and such Sub-Servicer as may be provided (if at all) pursuant to the terms of the Sub-Servicing Agreement. For purposes
of this Agreement, the Master Servicer shall be deemed




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to have received any payment when a Sub-Servicer
retained by it receives such payment. The Master Servicer or Special Servicer, as applicable, shall notify the Master Servicer or the
Special Servicer, as applicable, the Trustee and the Depositor (and the Special Servicer shall notify the Operating Advisor) in writing
promptly of the appointment by it of any Sub-Servicer, except that the Master Servicer need not provide such notice as to the Initial
Sub-Servicing Agreements.


(b)              
Each Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties
it is to service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability of
the related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the Master Servicer’s
obligations under this Agreement.


(c)              
As part of its servicing activities hereunder, the Master Servicer or the Special Servicer, as applicable, for the benefit of the
Trustee and the Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the performance
and enforce the obligations of each Sub-Servicer under the related Sub-Servicing Agreement, except that the Master Servicer shall
be required only to use reasonable efforts to cause any Initial Sub-Servicer engaged by the Master Servicer to comply with the requirements
of Article XI hereof. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing
Agreements in accordance with their respective terms and the pursuit of other appropriate remedies, shall be in such form and carried
out to such an extent and at such time as is in accordance with the Servicing Standard. The Master Servicer or the Special Servicer, as
applicable, shall have the right to remove a Sub-Servicer retained by it (i) with respect to a Sub-Servicer other than an Initial
Sub-Servicer only, at any time it considers removal to be in accordance with the best interests of the Trust and/or the Certificateholders
and (ii) in accordance with the terms of the related Sub-Servicing Agreement.


(d)              
In the event the Trustee or its designee becomes successor master servicer and assumes the rights and obligations of the Master
Servicer under any Sub-Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all documents
and records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then being serviced
thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable efforts to effect
the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


(e)              
Notwithstanding the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided
in Article XI with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the Master Servicer
shall remain obligated and responsible to the Trustee, the Special Servicer, holders of the Companion Loans serviced hereunder and the
Certificateholders for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to
the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans for which it
is responsible, and the Master Servicer shall pay the fees of any Sub-Servicer 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.




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(f)               
 The Trustee, upon the request of the Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate
to enable such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


(g)              
Each Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes a successor master servicer,
the Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or without cause
and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee and any successor master
servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s rights and obligations
under the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s servicing rights under
this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance with its provisions;
(ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations of the Master
Servicer) shall be deemed to automatically assume and agree to the then-current Initial Sub-Servicing Agreement without further
action upon becoming the successor master servicer and (iii) this Agreement may not be modified in any manner which would increase
the obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial Sub-Servicing Agreement, without
the prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably withheld).


(h)              
With respect to Mortgage Loans subject to a Sub-Servicing Agreement with the Master Servicer, the Special Servicer shall, upon
request (such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the related Sub-Servicer,
reasonably cooperate in delivering reports and information, including remittance information, and affording access to information to the
related Sub-Servicer that would be required to be delivered or afforded, as the case may be, to the Master Servicer pursuant to the
terms hereof.


(i)                
Notwithstanding any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement
which provides for the performance by third parties of any or all of its obligations herein, without, with respect to any Mortgage Loan
other than an Excluded Loan as to the Directing Certificateholder, prior to the occurrence and continuance of any Control Termination
Event, the consent of the Directing Certificateholder, except to the extent necessary for the Special Servicer to comply with applicable
regulatory requirements.


Section 3.21       
Interest Reserve Account. On the P&I Advance Date occurring in each February and in any January that occurs in a
year that is not a leap year (in each case, unless the related Distribution Date is the final Distribution Date), the Certificate Administrator,
in respect of the Actual/360 Mortgage Loans, shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s
interest on the Stated Principal Balance of the Actual/360 Mortgage Loans as of the Due Date occurring in the month preceding the month
in which the P&I Advance Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I Advance is
made in respect thereof (all amounts so deposited in any consecutive February and January pursuant to clause (i), “Withheld
Amounts”).




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(b)              
 On each P&I Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution Date),
the Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding
January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution Account.


Section 3.22       
Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer. Within a reasonable
time upon request from the Directing Certificateholder or the Operating Advisor, as applicable, and no more often than on a monthly basis,
each of the Master Servicer and the Special Servicer shall, without charge, and, at the Master Servicer’s or Special Servicer’s
option, the execution of an Investor Certification satisfying the requirements of Section 3.13(f), make a knowledgeable Servicing
Officer via telephone available to verbally answer questions from (a) ((i) prior to the occurrence of a Consultation Termination
Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder and (b) upon the occurrence and
during the continuance of any Control Termination Event, the Operating Advisor (with respect to the Special Servicer only), regarding
the performance and servicing of the Mortgage Loans and/or REO Properties for which the Master Servicer or the Special Servicer, as the
case may be, is responsible.


Section 3.23       
Controlling Class Certificateholders, Directing Certificateholder and Risk Retention Consultation Party; Certain Rights and
Powers of Directing Certificateholder and Risk Retention Consultation Party. (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
any Loan-Specific Directing Certificateholder) is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the
Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor when such Certificateholder
is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder
and it or its Affiliate is also the Special Servicer, it shall be the Directing Certificateholder.


On the Closing Date, the
initial Directing Certificateholder (other than any Loan-Specific Directing Certificateholder) shall execute and deliver to the parties
to this Agreement a certification substantially in the form of Exhibit P-1G to this Agreement. Upon the resignation or removal
of the existing Directing Certificateholder (other than any Loan-Specific Directing Certificateholder), any successor Directing Certificateholder
shall execute and deliver to the parties to this Agreement a certification substantially in the form of Exhibit P-1G to this Agreement
to each of the addressees therein prior to being recognized as the new Directing Certificateholder. In any case, such notification may
be delivered via electronic mail.


On the Closing Date, the
initial Risk Retention Consultation Party shall execute a certification substantially in the form of Exhibit P-1H to this
Agreement. Upon the resignation or removal of any existing Risk Retention Consultation Party, any successor Risk Retention Consultation
Party shall deliver to the parties to this Agreement a certification substantially in




    	 	-279-	 



     


    

the form of Exhibit P-1H to this
Agreement prior to being recognized as the new Risk Retention Consultation Party.


(b)              
Once a Directing Certificateholder 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, 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. Upon the resignation of a Directing Certificateholder, the Certificate Administrator
shall request the Controlling Class Certificateholders to select a new Directing Certificateholder. In the event that (i) the Master
Servicer, the Certificate Administrator, the Special Servicer, the Trustee or the Operating Advisor receives written notice from a majority
of the Controlling Class Certificateholders that a Directing Certificateholder is no longer designated and (ii) the Controlling Class
Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or a representative thereof) becomes the
Directing Certificateholder pursuant to the proviso of the definition of “Directing Certificateholder”, then the Controlling
Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or its representative) shall provide
its name and address to the Certificate Administrator and notify the Master Servicer, the Certificate Administrator, the Special Servicer,
the Trustee and the Operating Advisor that it is the new Directing Certificateholder; provided that the Master Servicer, the Certificate
Administrator, the Special Servicer, the Trustee and the Operating Advisor shall be entitled to rely on the written notification provided
by the purported Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class without
independently verifying that such Controlling Class Certificateholder actually owns the largest aggregate Certificate Balance of the Controlling
Class. The foregoing provisions shall not apply to any Loan-Specific Directing Certificateholder. Additionally, once the Risk Retention
Consultation Party has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection
unless the Holder of the Class VRR Certificates entitled to appoint the Risk Retention Consultation Party, by Certificate Balance, or
the Risk Retention Consultation Party shall have notified the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator
and the Operating Advisor, in writing, of the selection of a new Risk Retention Consultation Party.


(c)              
Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the
Operating Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling
Class Certificateholder, the Directing Certificateholder and the Risk Retention Consultation Party.


(d)              
In the event that no Directing Certificateholder or the Risk Retention Consultation Party has been appointed or identified to the
Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted




    	 	-280-	 



     


    

to obtain such information from the Certificate
Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then until such time
as the new Directing Certificateholder or Risk Retention Consultation Party is identified to the Master Servicer and Special Servicer,
the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval
or consent of any such Directing Certificateholder or Risk Retention Consultation Party as the case may be.


(e)              
Upon request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Operating Advisor,
the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each
Controlling Class Certificateholder as reflected in the Certificate Register, including names and addresses at the expense of the Trust.
In addition to the foregoing, within five (5) Business Days of receiving notice of the selection of a new Directing Certificateholder
or Risk Retention Consultation Party or the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall
notify the Trustee, the Operating Advisor, the Master Servicer and the Special Servicer, each Non-Serviced Trustee, Non-Serviced Master
Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate Administrator and Non-Serviced Operating Advisor. Notwithstanding the
foregoing, (a) LNR Securities Holdings, LLC shall be the initial Directing Certificateholder (but not a Loan-Specific Directing Certificateholder)
and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs
and is continuing and (b) Barclays Bank PLC shall be the initial Risk Retention Consultation Party and shall remain so until a successor
is appointed pursuant to this Agreement.


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 and the Risk Retention
Consultation Party.


(f)               
If the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate
Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling
Class.


(g)              
Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder
may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the
Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder
does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing
Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one
or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to
a Controlling Class Certificateholder) 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.




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Each Certificateholder acknowledges
and agrees, by its acceptance of its Certificates, that: (i) the Risk Retention Consultation Party may have special relationships
and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Risk Retention Consultation Party
may act solely in the interests of the Holder of the Class VRR Certificates; (iii) the Risk Retention Consultation Party does not
have any liability or duties to the Holders of any Class of Certificates (other than the Holder of the Class VRR Certificates); (iv) the
Risk Retention Consultation Party may take actions that favor interests of the Holders of one or more Classes or the Class VRR Certificates
over the interests of the Holders of one or more other Classes of Certificates; and (v) the Risk Retention Consultation Party shall
have no liability whatsoever (other than to the Holder of the Class VRR Certificates) for having so acted as set forth in clauses (i)
through (iv) above, and no Certificateholder may take any action whatsoever against the Risk Retention Consultation Party or any
director, officer, employee, agent or principal of the Risk Retention Consultation Party for having so acted.


(h)              
All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including
the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each Companion
Holder with respect to information relating to the related Serviced Mortgage Loan or a Serviced Whole Loan, as applicable; provided,
however, that nothing in this subsection (h) shall in any way eliminate the obligation to deliver any information required
to be delivered under the related Intercreditor Agreement.


(i)                
Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information
of the Controlling Class Certificateholder, the Directing Certificateholder, the Risk Retention Consultation Party and any AB Whole Loan
Controlling Holder.


(j)                
With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole
Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.


(k)              
The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2)
Business Days of a request from the Master Servicer, Special Servicer, Operating Advisor, Certificate Administrator, Trustee, or any Certificateholder
and provide such information to the requesting party.


(l)                
[Reserved.]


(m)            
Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its
statement made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide
to the Master Servicer, the Special Servicer and the Operating Advisor notice of such event and the identity and contact information of
the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The Certificate
Administrator shall notify the Operating Advisor and the Special Servicer within ten (10)




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Business Days of the existence or cessation
of (i) any Control Termination Event or, (ii) any Consultation Termination Event. Upon the Certificate Administrator’s
determination that a Control Termination Event or a Consultation Termination 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 F Certificates (taking into account the
application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with
Section 4.05(a) hereof) to less than 25% of the Original Certificate Balance thereof, such special notice shall state “A
Control Termination Event has occurred due to the reduction of the Certificate Balance of the Class F Certificates to less than 25%
of the Original Certificate Balance thereof.”


In the event that a Consultation
Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates below 25% of its Original Certificate
Balance, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts, such special notice shall state:
“A Consultation Termination Event has occurred because no Class of Control Eligible Certificates exists where such Class’s
aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard
to the application of any Cumulative Appraisal Reduction Amounts.”


For so long as any Mortgage
Loan is determined to be an Excluded Loan as to the applicable party, none of the Directing Certificateholder or any Controlling Class
Certificateholder shall have any consent or consultation rights with respect to the servicing of such Excluded Loan and a Control Termination
Event and Consultation Termination Event shall be deemed to have occurred with respect to such Excluded Loan.


The Risk Retention Consultation
Party shall not have any consultation rights with respect to any Mortgage Loan determined to be an Excluded Loan as to either the Risk
Retention Consultation Party or the Holder of the majority of the Class VRR Certificates.


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




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Special Servicer acknowledges and agrees that
each Companion Holder and each mezzanine lender or its respective designee has the right to purchase the related Mortgage Loan pursuant
to the terms and conditions of this Agreement and the related Intercreditor Agreement to the extent provided for therein. Each of the
Master Servicer and the Special Servicer further acknowledges and agrees that any AB Whole Loan Controlling Holder will have the right
to replace the Special Servicer solely with respect to the related Serviced AB Whole Loan, to the extent provided for herein and in the
related Intercreditor Agreement.


(b)              
Neither the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any
entitlement in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict between the terms
of this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement that may
otherwise require the Master Servicer or the Special Servicer to abide by any instruction or direction of a Companion Holder or a mezzanine
lender, neither the Master Servicer nor the Special Servicer shall be required to comply with any instruction or direction the compliance
with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event shall any expense arising from
compliance with an Intercreditor Agreement constitute an expense to be borne by the Master Servicer or Special Servicer for its own account
without reimbursement. In no event shall the Master Servicer or the Special Servicer be required to consult with or obtain the consent
of any Companion Holder or a mezzanine lender unless such Companion Holder or mezzanine lender has delivered notice of its identity and
contact information to each of the parties to this Agreement (upon which notice each of the parties to this Agreement shall be conclusively
entitled to rely). As of the Closing Date, the contact information for the Companion Holders and mezzanine lenders is as set forth in
the related Intercreditor Agreement. In no event shall the Master Servicer or the Special Servicer, as applicable, be required to consult
with or obtain the consent of a new Directing Certificateholder, a new Controlling Class Certificateholder or a new Risk Retention Consultation
Party unless the Certificate Administrator has delivered notice to the Master Servicer or the Special Servicer, as applicable, as required
under Section 3.23(e) or the Master Servicer or Special Servicer, as applicable, have actual knowledge of the identity and
contact information of a new Directing Certificateholder, a new Controlling Class Certificateholder or a new Risk Retention Consultation
Party.


(c)              
No direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master Servicer
or Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision of this Agreement,
including the Master Servicer’s or Special Servicer’s obligation to act in accordance with the Servicing Standard and to maintain
the REMIC status of each Trust REMIC and the status of the Grantor Trust as a grantor trust, (b) result in the imposition of a “prohibited
transaction” or “prohibited contribution” tax under the REMIC Provisions or (c) materially expand the scope of
the Special Servicer’s, Trustee’s, the Certificate Administrator’s or the Master Servicer’s responsibilities under
this Agreement.


(d)              
With respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor, the Directing Certificateholder
or the Risk Retention Consultation Party hereunder may have to consult with respect to any action or other matter with respect to the
servicing of such Companion Loan, to the extent the related




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Intercreditor Agreement provides that such
right is exercisable by the related Companion Holder or is exercisable in conjunction with any related Companion Holder, the Directing
Certificateholder and the Risk Retention Consultation Party shall not be permitted to exercise such right or, to the extent provided in
the related Intercreditor Agreement, shall be required to exercise such right in conjunction with the related Companion Holder, as applicable
(except to the extent that the Directing Certificateholder or the Risk Retention Consultation Party is the related Serviced Whole Loan
Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer or Special Servicer,
as applicable, shall consult, seek the approval or obtain the consent of the holder of any Serviced Companion Loan with respect to any
matters with respect to the servicing of such Companion Loan to the extent required under related Intercreditor Agreement and shall not
take such actions requiring consent of the related Companion Holder without such consent. In addition, notwithstanding anything to the
contrary, the Master Servicer or Special Servicer, as applicable, shall deliver reports and notices to the related Companion Holder as
required under the Intercreditor Agreement.


(e)              
Notwithstanding anything in this Agreement to the contrary, the Special Servicer shall be required (i) to provide copies of
any notice, information and report that it is required to provide to the Controlling Class Certificateholder pursuant to this Agreement
with respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a
Serviced Whole Loan, to the related Serviced Pari Passu Companion Holder, within the same time frame it is required to provide to the
Controlling Class Certificateholder (for this purpose, without regard to whether such items are actually required to be provided to the
Controlling Class Certificateholder under this Agreement due to the occurrence of a Control Termination Event or a Consultation Termination
Event) and (ii) to consult with any related Serviced Pari Passu Companion Holder on a strictly non-binding basis, to the extent having
received such notices, information and reports, such related Companion Holder requests consultation with respect to any such Major Decisions
or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced Whole Loan, and consider alternative
actions recommended by such related Companion Holder; provided that after the expiration of a period of ten (10) Business Days
from the delivery to such related Companion Holder by the Special Servicer of written notice of a proposed action, together with copies
of the notice, information and report required to be provided to the Controlling Class Certificateholder, the Special Servicer shall no
longer be obligated to consult with such related Companion Holder, whether or not such related Companion Holder has responded within such
ten (10) Business Day period (unless, the Special Servicer proposes a new course of action that is materially different from the action
previously proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date of such proposal and
delivery of all information relating thereto). Notwithstanding the consultation rights of the related Serviced Pari Passu Companion 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.




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(f)               
 In addition to the consultation rights of the holder of a Serviced Pari Passu Companion Loan provided in the immediately preceding
paragraph, such Companion Holder shall have the right to attend (in person or telephonically, in the discretion of the Master Servicer
or Special Servicer, as applicable) annual meetings with the Master Servicer or the Special Servicer at the offices of the Master Servicer
or Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master Servicer or Special Servicer,
as applicable, in which servicing issues related to the related Whole Loan are discussed.


(g)              
With respect to any Serviced Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related Intercreditor
Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than two (2) Business Days
after receipt by the Master Servicer of the related Periodic Payment without the consent of the Master Servicer.


Section 3.25       
Rating Agency Confirmation. (a)  Notwithstanding the terms of any related Mortgage Loan documents or other provisions
of this Agreement, if any action under any Mortgage Loan documents or this Agreement requires Rating Agency Confirmation as a condition
precedent to such action, if the party (the “RAC Requesting Party”) attempting and/or required to obtain such Rating
Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten
(10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, such
Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither reviewing
such request nor waiving the requirement for Rating Agency Confirmation, then such RAC Requesting Party shall be required to confirm (through
direct communication and not by posting any confirmation on the 17g-5 Information Provider’s Website) that the applicable Rating
Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation
again (which may be through direct communication). The circumstances described in the preceding sentence are referred to in this Agreement
as a “RAC No-Response Scenario.” Once the RAC Requesting Party has sent a request for a Rating Agency Confirmation
to the 17g-5 Information Provider, such RAC Requesting Party, may, but shall not be obligated to send such request directly to the Rating
Agencies in accordance with the procedures set forth in Section 13.10(d).


If there is no response to
such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC No-Response Scenario or if such
Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving the requirement
for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring such Rating Agency
Confirmation or with respect to any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set
forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation shall be deemed not to apply (as if such
requirement did not exist) with respect to such Rating Agency and the Master Servicer or the Special Servicer, as the case may be, may
then take such action if the Master Servicer or the Special Servicer, as applicable, confirms its original determination (made prior to
making such request) that taking the action with respect to which it requested the Rating Agency Confirmation would still be consistent
with the Servicing Standard, and (y) with respect to a replacement of the Master Servicer or Special Servicer, such




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condition shall be deemed not to apply (as
if such requirement did not exist) if (i) the replacement master servicer or special servicer is listed on S&P’s Select
Servicer List as a “U.S. Commercial Mortgage Master Servicer” or “U.S. Commercial Mortgage Special Servicer,”
as applicable, if S&P is the non-responding Rating Agency, (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) DBRS Morningstar 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 DBRS Morningstar is
the non-responding Rating Agency.


Any Rating Agency Confirmation
request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, pursuant to this Agreement,
shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and
shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation
request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post
such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


Promptly following the Master
Servicer’s or Special Servicer’s determination to take any action discussed in this Section 3.25(a) following
any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement did not exist), the Master Servicer
or Special Servicer, as applicable, shall provide electronic written notice to the 17g-5 Information Provider of the action taken
for the particular item at such time, and the 17g-5 Information Provider shall promptly post such notice on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c).


(b)              
Notwithstanding anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan
document relating to defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral) or release
or substitution of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which the Master Servicer
or Special Servicer would have been permitted to waive obtaining or to make a determination with respect to such Rating Agency Confirmation
pursuant to Section 3.25(a) shall be deemed not to apply (as if such requirement did not exist).


(c)              
For all other matters or actions not specifically discussed in Section 3.25(a) above as to which a Rating Agency Confirmation
is required, the applicable RAC Requesting Party shall deliver Rating Agency Confirmation from each Rating Agency.


Section 3.26       
The Operating Advisor. (a)  The Operating Advisor shall promptly review (i) all information made available to
Privileged Persons on the Certificate Administrator’s Website (A) that relates to any Specially Serviced Loan (other than the Serviced
AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal Period), and (B) that is contained in the CREFC®
Servicer Watch List prepared by the Master Servicer and (ii) each




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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 will be obligated to keep confidential any information appropriately labeled as “Privileged
Information” and any information that appears on its face to be Privileged Information received from the Special Servicer or Directing
Certificateholder in connection with the Directing Certificateholder’s exercise of its rights under this Agreement (including, without
limitation, in connection with the review and/or approval of any Asset Status Report), subject to any Privileged Information Exception
or law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged Information. Subject to the terms and
conditions in this Agreement related to Privileged Information, the Operating Advisor agrees that it shall use information received from
the Special Servicer pursuant to the terms of this Agreement solely for purposes of complying with its duties and obligations hereunder.


(c)              
(i)  After the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s
review of any assessment of compliance report, attestation report, Asset Status Report and other information (other than any communications
between the Directing Certificateholder and the Special Servicer that would be Privileged Information) delivered to the Operating Advisor
by the Special Servicer or made available to Privileged Persons that are posted on the Certificate Administrator’s website delivered
during the prior calendar year, the Operating Advisor shall (if any Mortgage Loans (other than the Serviced AB Whole Loan prior to the
occurrence and continuance of an AB Control Appraisal Period) were Specially Serviced Loans during the prior calendar year) deliver to
the Trustee, the Special Servicer, the Certificate Administrator and the 17g-5 Information Provider within one hundred twenty (120) days
of the end of the prior calendar year for which a Control Termination Event was continuing as of December 31, 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 that the Special Servicer is operating in compliance with the Servicing Standard and setting
forth the Operating Advisor’s assessment of the Special Servicer’s performance of its duties under this Agreement during the
prior calendar year on an “asset-level basis” with respect to the resolution and liquidation of Specially Serviced Loans that
the Special Servicer is responsible for servicing under this Agreement; provided, further, however, that in the event
the Special Servicer is replaced, the Operating Advisor Annual Report shall only relate to the special servicer that was acting as Special
Servicer as of December 31 in the prior calendar year and is continuing in such capacity through the date of such Operating Advisor Annual
Report; provided, further, that the Operating Advisor shall prepare a separate Operating Advisor Annual Report relating
to each Excluded Special Servicer and any Excluded Special Servicer Loan(s) serviced by such




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Excluded Special Servicer; provided,
further, that no annual report will be required from the Operating Advisor with respect to a Special Servicer if, during the prior
calendar year, no Final Asset Status Report was prepared by the Special Servicer in connection with a Specially Serviced Loan or REO Property.
In preparing any Operating Advisor Annual Report, the Operating Advisor shall not be required to report on instances of non-compliance
with, or deviation from, the Servicing Standard or the Special Servicer’s obligations under this Agreement that the Operating Advisor
determines, in its sole discretion exercised in good faith, to be immaterial, and will not be required to provide or obtain a legal opinion,
legal review or legal conclusion. Notwithstanding the foregoing, with respect to any Serviced AB Whole Loan, no Operating Advisor Annual
Report will be permitted to include an assessment of the Special Servicer’s performance in respect of such Serviced AB Whole Loan
until after the occurrence and during the continuance of an AB Control Appraisal Period under the related Intercreditor Agreement. Subject
to the restrictions in this Agreement, including, without limitation, Section 3.26(d) hereof, each such Operating Advisor Annual
Report shall (A) identify any material deviations (i) from the Servicing Standard and (ii) from the Special Servicer’s obligations
under this Agreement with respect to the resolution or liquidation of Specially Serviced Loans or REO Properties that the Special Servicer
is responsible for servicing under this Agreement (other than with respect to any REO Property related to a Non-Serviced Mortgage Loan
or Servicing Shift Mortgage Loan) and (B) comply with all of the confidentiality requirements described in this Agreement regarding Privileged
Information (subject to any permitted exceptions). Such Operating Advisor Annual Report shall be delivered to the Trustee, the Special
Servicer, Certificate Administrator (which shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s
Website in accordance with Section 3.13(b)) and the 17g-5 Information Provider (which shall promptly post such Operating Advisor
Annual Report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)); provided, however,
that the Special Servicer shall be given an opportunity to review the Operating Advisor Annual Report at least five (5) Business Days
prior to its delivery to the Trustee, 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 as they relate to the resolution and/or liquidation of 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 consideration by the Operating Advisor of any assessment of compliance report,
attestation report, 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 or made available to Privileged Persons that are posted on the Certificate Administrator’s Website.


(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




    	 	-289-	 



     


    

on the accuracy and completeness of any
information it is provided without liability for any such reliance hereunder.


(d)              
Prior to the occurrence and continuance of a Control Termination Event (or, with respect to a Serviced AB Whole Loan, prior to
the occurrence and continuance of both a Control Termination Event and a related AB Control Appraisal Period), the Special Servicer will
forward any Appraisal Reduction Amount and net present value calculations used in the Special Servicer’s determination of what course
of action to take in connection with the workout or liquidation of a Specially Serviced Loan to the Operating Advisor after such calculations
have been finalized. The Operating Advisor shall review such calculations but shall not opine on or take any affirmative action with respect
to such Appraisal Reduction Amount and/or net present value calculations (except that if the Operating Advisor discovers a mathematical
error contained in such calculations, then the Operating Advisor shall notify the Special Servicer of such error).


(e)              
(i)  After the occurrence and during the continuance of a Control Termination Event, and with respect to any Serviced
AB Whole Loan, after the occurrence and during the continuance of both a Control Termination Event and an AB Control Appraisal Period,
after the calculation but prior to the utilization by the Special Servicer of any of the calculations related to (i) Appraisal Reduction
Amounts (if the Special Servicer has calculated any such Appraisal Reduction Amount) or (ii) net present value in accordance with Section 1.02(iv),
the Special Servicer shall forward such calculations, together with any supporting material or additional information necessary in support
thereof (including such additional information reasonably requested by the Operating Advisor to confirm the mathematical accuracy of such
calculations, but not including any Privileged Communications), to the Operating Advisor promptly, but in any event no later than two
(2) Business Days after preparing such calculations, and the Operating Advisor shall promptly, but no later than three (3) Business Days
after receipt of such calculations and any supporting or additional materials, recalculate and verify the accuracy of the mathematical
calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized
in connection with any such calculation.


(ii)              
In connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical calculations
of the Appraisal Reduction Amount (if calculated by the Special Servicer) or net present value or the application of the applicable non-discretionary
portions of the formula required to be utilized for such calculation, the Operating Advisor and the Special Servicer shall consult with
each other in order to resolve any material inaccuracy in the mathematical calculations or the application of the non-discretionary
portions of the related formula in arriving at those mathematical calculations or any disagreement within five (5) Business Days of delivery
of such calculations. In the event the Operating Advisor and the Special Servicer are not able to resolve such inaccuracies or disagreement
prior to the end of such five (5) Business Day period, the Operating Advisor shall promptly notify the Certificate Administrator of such
disagreement and the Certificate Administrator shall examine the calculations and supporting materials provided by the Operating Advisor
and the Special Servicer and determine which calculation is to apply (and shall provide prompt written notice of such determination to
the Operating Advisor and the Special Servicer).




    	 	-290-	 



     


    

(iii)              Notwithstanding the foregoing, the consultation duties of the Operating Advisor set forth in this Agreement shall not be permitted
to be exercised by the Operating Advisor with respect to any Serviced AB Whole Loan until after the occurrence and during the continuance
of both a Control Termination Event and a related AB Control Appraisal Period


(f)                                     Notwithstanding
the foregoing, prior to the occurrence and continuance of an Control Termination Event, the Operating Advisor will be limited to an after-the-action
review of any assessment of compliance, attestation report, Final Asset Status Report and other information delivered to the Operating
Advisor by the applicable Special Servicer or made available to Privileged Persons that are posted on the Certificate Administrator’s
Website during the prior calendar year (together with any additional information and material reviewed by the Operating Advisor), and,
therefore, it shall have no specific involvement with respect to collateral substitutions, assignments, workouts, modifications, consents,
waivers, lockbox management, insurance policies, borrower substitutions, lease changes, additional borrower debt, defeasances, property
management changes, releases from escrow, assumptions and other similar actions that such Special Servicer may perform under this Agreement.


(g)                
The Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
and any information that appears on its face to be Privileged Information confidential and shall not disclose such information to any
other Person (including any Certificateholders other than the Directing Certificateholder), other than (1) to the extent expressly
required by this Agreement to the other parties to this Agreement with a notice indicating that such information is Privileged Information,
(2) pursuant to a Privileged Information Exception or (3) where necessary to support specific findings or conclusions concerning
allegations of deviations from the Servicing Standard or the Special Servicer’s obligations under this Agreement (i) in the Operating
Advisor Annual Report or (ii) in connection with a recommendation by the Operating Advisor to replace the Special Servicer. Each party
to this Agreement that receives Privileged Information shall not disclose such Privileged Information to any other Person without the
prior written consent of the Special Servicer and, unless a Consultation Termination Event has occurred, the Directing Certificateholder
(with respect to any Mortgage Loan other than any Non-Serviced Mortgage Loan and any Excluded Loan as to such party) other than pursuant
to a Privileged Information Exception. 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.


Notwithstanding anything
in this Agreement to the contrary (i) the Operating Advisor’s assessment of the Special Servicer’s performance shall be based
on the provisions of this Agreement and (ii) so long as LNR Partners, LLC is acting as Special Servicer, the Special Servicer shall provide
the Operating Advisor reasonable access, at the Special Servicer’s offices during normal business hours, to the Special Servicer’s
policies and procedures. The Operating Advisor will be permitted to review such policies and procedures but will not be permitted to retain
hard copies and will not be provided with any electronic copies or soft copies. The Operating Advisor shall keep all information contained
in the policies and procedures strictly confidential, except (A) the Operating Advisor may disclose such information if (i) such




    	 	-291-	 



     


    

information becomes generally available and
known to the public other than as a result of a disclosure directly or indirectly by the Operating Advisor, or (ii) such disclosure is
required by applicable law, rule, order or regulation (as demonstrated by evidence reasonably satisfactory to the Special Servicer) and
(B) the Operating Advisor may disclose a particular portion of the policies and procedures solely when necessary to support specific conclusions
concerning allegations of material deviations from the Servicing Standard and 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 such Special
Servicer as the Special Servicer pursuant to the provisions of this Agreement. Notwithstanding the foregoing, the Operating Advisor will
be permitted to share such information with its Affiliates and any subcontractors of the Operating Advisor to the extent reasonably necessary
to perform the Operating Advisor’s obligations under this Agreement and provided such Operating Advisor’s Affiliates and subcontractors
agree in writing prior to their receipt of such information to be bound by the same confidentiality provisions applicable to the Operating
Advisor. The Operating Advisor’s assessment may not take into account the fact that such Special Servicer provided the Operating
Advisor’s physical access to such Special Servicer’s written policies and procedures (without permitting electronic copies)
pursuant to the provisions of this Agreement. Nothing set forth herein shall limit or affect the scope of the Operating Advisor’s
review in connection with its preparation of the Operating Advisor Annual Report, provided that the Operating Advisor’s access to
or reliance upon such Special Servicer’s written policies and procedures shall be subject to the terms of this paragraph. During
any period when the Special Servicer is not LNR Partners, LLC, or an affiliate of LNR Partners, LLC, the requirements contained in this
paragraph shall be null and void. In addition, with respect to the Operating Advisor’s review of net present value and Cumulative
Appraisal Reduction Amount calculations as required in Section 3.26(e) above, the Operating Advisor’s recalculation shall
not take into account the reasonableness of Special Servicer’s property and borrower performance assumptions or other similar discretionary
portions of the net present value and Cumulative Appraisal Reduction Amount calculation.


(h)              
Subject to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect
of Privileged Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance
with the terms of Section 4.07(a).


(i)                
As compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each
Distribution Date with respect to each Mortgage Loan (excluding the Non-Serviced Mortgage Loans and any Companion Loan) or 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 (including each Non-Serviced Mortgage Loan,
but excluding any Companion 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.




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The Operating Advisor shall
be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a) and/or 6.04(b)
hereof, such amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section 3.05(a). Each
successor Operating Advisor shall be required to acknowledge and agree to the terms of the preceding sentence.


In addition, the Operating
Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor has
consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection Account
as provided in Section 3.05(a)(ii) of this Agreement, but only to the extent such Operating Advisor Consulting Fee is actually
received from the related Mortgagor. When the Operating Advisor has consultation obligations with respect to a Major Decision under this
Agreement, the Master Servicer or the Special Servicer, as applicable, shall use commercially reasonable efforts consistent with the Servicing
Standard to collect the applicable Operating Advisor Consulting Fee from the related Mortgagor in connection with such Major Decision,
but only to the extent not prohibited by the related Mortgage Loan documents. The Master Servicer or Special Servicer, as applicable,
may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such full
or partial waiver is in accordance with the Servicing Standard, but in no event shall the Master Servicer or the Special Servicer take
any enforcement action with respect to the collection of such Operating Advisor Consulting Fee other than requests for collection; provided
that the Master Servicer or the Special Servicer, as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior
to any such waiver or reduction. Notwithstanding the foregoing, the Operating Advisor shall have no obligations or consultation rights
as Operating Advisor with respect to: (i) any Non-Serviced Whole Loan or any related REO Property or (ii) with respect to a Serviced AB
Whole Loan, prior to the occurrence and continuance of both an AB Control Appraisal Period and a Control Termination Event; provided,
further, that the Operating Advisor shall not be entitled to an Operating Advisor Consulting Fee with respect to any Mortgage Loan
for which the Operating Advisor does not have related consultation obligations under this Agreement.


(j)                
After the occurrence and during the continuance of a Consultation Termination Event, the Operating Advisor may be removed upon
(i) the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (taking into account the application
of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Cumulative Appraisal
Reduction Amounts are allocable) requesting a vote to replace the Operating Advisor with a replacement Operating Advisor selected by such
Certificateholders (provided that the proposed replacement Operating Advisor is an Eligible Operating Advisor), (ii) payment
by such requesting Holders to the 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




    	 	-293-	 



     


    

written direction of Holders evidencing at
least 75% of the Voting Rights, the Trustee shall immediately terminate all of the rights and obligations of the Operating Advisor under
this Agreement (other than any rights or obligations that accrued prior to the date of such termination (including accrued and unpaid
compensation) and other than indemnification rights (arising out of events occurring prior to such termination)) by prior written notice
to the replacement Operating Advisor, and the proposed successor operating advisor will be appointed.


(k)              
After the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Certificateholders
representing at least 25% of the Voting Rights (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally
reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating Advisor for cause and
appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided that no such termination shall be effective
until a successor operating advisor has been appointed and has assumed all of the obligations of the Operating Advisor under this Agreement.
No such termination shall terminate, change, reduce, or otherwise modify the rights and obligations of the Operating Advisor that accrued
prior to such termination, including the right to receive all amounts accrued and owing to it under this Agreement, and other than indemnification
rights (arising out of events occurring prior to such termination). The Trustee may rely on a certification by the replacement Operating
Advisor that it is an Eligible Operating Advisor. Upon any termination of the Operating Advisor and appointment of a successor to the
Operating Advisor, the Trustee will, as soon as possible, be required to give written notice of the termination and appointment to the
Special Servicer, the Master Servicer, the Certificate Administrator, the 17g-5 Information Provider, the Depositor, the Directing Certificateholder
(but only if no Control Termination Event or Consultation Termination Event has occurred), the Risk Retention Consultation Party, any
Companion Holder and the Certificateholders. Notwithstanding the foregoing, if the Trustee is unable to find a successor operating advisor
within thirty (30) days of the termination of the Operating Advisor, the Depositor shall be permitted to find a replacement. The Trustee
shall not be liable for any failure to identify and appoint a successor operating advisor so long as the Trustee uses commercially reasonable
efforts to conduct a search for a successor operating advisor and such failure is not a result of the Trustee’s negligence, bad
faith or willful misconduct in the performance of its obligations hereunder.


(l)                
The holders of Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event
hereunder may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Certificate Administrator
of the occurrence of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event, such Operating
Advisor Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. 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




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Advisor appointed pursuant to this Section 3.26;
provided, further, that such consent will be deemed to have been granted if no objection is made within ten (10) Business
Days following the Directing Certificateholder’s receipt of the request for consent and, if granted or deemed granted, such consent
cannot thereafter be revoked or withdrawn.


(n)              
The Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior written
notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer, the Risk Retention Consultation Party and the Directing Certificateholder, if applicable, and (b) upon the appointment
of, and the acceptance of such appointment by, a successor operating advisor that is an Eligible Operating Advisor and receipt by the
Trustee of Rating Agency Confirmation from each Rating Agency. If no successor operating advisor has been so appointed and accepted the
appointment within thirty (30) days after the notice of resignation, the resigning Operating Advisor may petition any court of competent
jurisdiction for the appointment of a successor operating advisor that is an Eligible Operating Advisor. No such resignation by the Operating
Advisor shall become effective until the replacement Operating Advisor shall have assumed the resigning Operating Advisor’s responsibilities
and obligations. The resigning Operating Advisor shall pay all costs and expenses (including costs and expenses incurred by the Trustee
and the Certificate Administrator) associated with a transfer of its duties pursuant to this Section 3.26.


(o)              
In the event there are no Classes of Certificates outstanding other than the Control Eligible Certificates and the Class R Certificates,
then all of the rights and obligations of the Operating Advisor shall terminate without payment of any penalty or termination fee (other
than any rights or obligations that accrued prior to the date of such termination (including accrued and unpaid compensation) and other
than indemnification rights arising out of events occurring prior to such termination). In connection with any termination pursuant to
this Section 3.26(p), no successor Operating Advisor shall be appointed. Upon receipt of written notice of such acts by a Responsible
Officer of the Trustee, the Trustee shall provide the Operating Advisor with prompt notice upon its termination pursuant to this Section
3.26(p).


(p)              
In the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and
unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor Expenses
pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.


(q)              
The parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed,
that (i) subject to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for any actions
taken or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely as a contracting
party to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary duty, or (B) other
duty except with respect to its specific obligations under this Agreement, and shall have no duty or liability to any particular Class
of Certificates, particular Certificateholders or any third party, and (iv) the Operating Advisor does not constitute an “investment
adviser” within the meaning of the Investment Advisers Act of 1940, as amended or a “broker” or “dealer”
within the meaning of the Exchange Act.




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(r)               
 Neither the Operating Advisor nor any of its Affiliates shall make any investment in any Class of Certificates; provided,
however, that such prohibition shall not apply to (i) riskless principal transactions effected by a broker dealer Affiliate of
the Operating Advisor or (ii) investments by an Affiliate of the Operating Advisor if the Operating Advisor and such Affiliate maintain
policies and procedures that (A) segregate personnel involved in the activities of the Operating Advisor under this Agreement from personnel
involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from gaining access to information
regarding the Trust and the Operating Advisor and its personnel from gaining access to such Affiliate’s information regarding its
investment activities.


(s)               
The Operating Advisor shall have the right to resign without cost or expense on or after the first Distribution Date on which the
aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the
aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Preliminary Statement hereto. The Operating Advisor shall provide
all of the parties to this Agreement and the Directing Certificateholder thirty (30) days prior written notice of any such resignation
pursuant to this Section 3.26(s). If the Operating Advisor resigns pursuant to this Section 3.26(s), then no replacement
operating advisor shall be appointed. The resigning Operating Advisor shall be entitled, and subject, to any rights and obligations that
accrued under this Agreement prior to the date of any such resignation (including accrued and unpaid compensation) and any indemnifications
rights arising out of events occurring prior to such resignation.


(t)                
With respect to the determination of whether a Control Termination Event or Consultation Termination Event has occurred and is
continuing, or has terminated, the Operating Advisor shall be entitled to rely solely on its receipt from the Certificate Administrator
of notice thereof pursuant to Section 3.23(m) of this Agreement, and, with respect to any obligations of the Operating Advisor
that are performed only after the occurrence and continuance of a Control Termination Event or Consultation Termination Event, the Operating
Advisor shall have no obligation to perform any such duties until the receipt of such notice.


(u)              
The Operating Advisor may delegate its duties to agents or Subcontractors to the extent such agents or Subcontractors satisfy clauses (c),
(d) and (f) of the definition of “Eligible Operating Advisor” and so long as the related agreements or arrangements with such
agents or Subcontractors are consistent with the provisions of this Agreement related to the Operating Advisor’s duties and obligations;
provided that no agent or Subcontractor may (i) be affiliated with a Sponsor, the Master Servicer, the Special Servicer, the
Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have
been paid any fees, compensation or other remuneration by an Underwriter, the Master Servicer, the Special Servicer, the Depositor, the
Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection with due diligence
or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding 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




    	 	-296-	 



     


    

Advisor alone were performing its obligations
under this Agreement. The Operating Advisor shall be entitled to enter into an agreement with any agent or Subcontractor providing for
indemnification of the Operating Advisor by such agent or Subcontractor, and nothing contained in this Agreement shall be deemed to limit
or modify such indemnification.


Section 3.27       
Companion Paying Agent. (a)  With respect to each of the Serviced Companion Loans, the Master Servicer shall be
the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically
set forth in this Agreement.


(b)              
No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure
to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying
Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable except for
the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion
Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely,
as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions,
reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict
the requirements of this Agreement.


(c)              
In the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to Article VII
of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be removed.


(d)              
This Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying
Agent, as regards to rights accrued prior to such resignation or removal.


Section 3.28       
Companion Register. The Companion Paying Agent shall maintain a register (the “Companion Register”) with
respect to each Serviced Companion Loan on which it will record the names and address of, and wire transfer instructions for, the related
Serviced Companion Noteholders from time to time, to the extent such information is provided in writing to it by each Serviced Companion
Noteholder. The initial Serviced Companion Noteholders, along with their respective name and address, are listed on Exhibit S
hereto. In the event a Serviced Companion Noteholder transfers a Serviced Companion Loan without notice to the Companion Paying Agent,
the Companion Paying Agent shall have no liability for any misdirected payment in such Companion Loan and shall have no obligation to
recover and redirect such payment.


The Companion Paying Agent
shall promptly provide the name and address of the Serviced Companion Noteholder to any party hereto or any successor Serviced Companion
Noteholder upon written request and any such Person may, without further investigation, conclusively rely upon such information. The Companion
Paying Agent shall have no liability to any Person for the provision of any such name and address.




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For the avoidance of doubt,
unless specifically provided to the contrary in the related Intercreditor Agreement or this Agreement: (x) any notices, reports or other
information required to be delivered pursuant to this Agreement by any party hereto to a Serviced Companion Noteholder with respect to
a Serviced Companion Loan that has been included in an Other Securitization shall be provided to the Other Servicer under the Other Pooling
and Servicing Agreement; and (y) any notices, reports or other information required to be delivered pursuant to this Agreement by any
party hereto to a holder of a Non-Serviced Companion Loan shall be provided to the applicable Non-Serviced Master Servicer under the related
Non-Serviced PSA.


Section 3.29       
Certain Matters Relating to the Non-Serviced Mortgage Loans. (a)  In the event that any of the applicable
Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer shall be
replaced in accordance with the terms of the applicable Non-Serviced PSA, the Master Servicer and the Special Servicer shall acknowledge
its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable
Non-Serviced Special Servicer, as the case may be.


(b)              
If any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master
Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the Trustee,
the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer of the same.


(c)              
In connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced Companion
Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master Servicer,
the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder
in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes, and that such holder
reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.


(d)              
In connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or
materials required to be furnished by such Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant
to the related Intercreditor Agreement, the Master Servicer shall, prior to the occurrence and continuance of a Control Termination Event,
forward such materials to the Directing Certificateholder for its consent, if such consent is required. The Special Servicer may (with
the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control 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 Control
Termination Event, or the Special Servicer, following the occurrence and during the continuance of a Control Termination Event, shall
be entitled to exercise any consultation rights held by the holder of such Mortgage




    	 	-298-	 



     


    

Loan in its capacity as a “Non-Controlling
Note Holder” (or similar term identified in the related Intercreditor Agreement) as and to the extent provided in the related Intercreditor
Agreement.


(f)               
With respect to the servicing of each Non-Serviced Mortgage Loan, this Agreement is subject to the related Intercreditor Agreement
and incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


(g)              
With respect to each Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or such analogous
term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement, the
Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Other Asset Representations Reviewer
or any other party to the Other Pooling and Servicing Agreement in connection with such Asset Review by providing the Other Asset Representations
Reviewer or such other requesting party with any documents reasonably requested by the Other Asset Representations Reviewer or such other
requesting party, but only to the extent such documents are in the possession of the Master Servicer, the Special Servicer, the Trustee
or the Custodian, as the case may be.


(h)              
On a Servicing Shift Date, (i) the Custodian shall, upon receipt of a Request for Release, transfer the related Mortgage File
(other than the Mortgage Note evidencing the related Servicing Shift Mortgage Loan, the original of which shall be retained by the Custodian)
for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced PSA and retain a
copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the applicable Mortgage Loan Seller that
the applicable Servicing Shift Control Note has been or is being securitized and identifying the related Servicing Shift Date, transfer
(and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the related Servicing Shift Whole
Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses (x) and (xii) of the
definition of “Mortgage File” for the related Servicing Shift Whole Loan, to the related Non-Serviced Master Servicer
identified in the above referenced notice from the Mortgage Loan Seller on the related Servicing Shift Date.


(i)                
Promptly upon any change in the identity of the Master Servicer, the successor Master Servicer shall deliver notice of such change
(together with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate
Administrator, Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.


(j)                
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.






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Section 3.30       
Litigation Control.


(a)              
With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Special Servicer Loan), any Serviced
Whole Loan or any related REO Loan or related REO property, the Special Servicer shall in accordance with the Servicing Standard, direct,
manage, prosecute and/or defend any action brought by a Mortgagor, guarantor, or other obligor on the related Mortgage Note or any affiliates
thereof (each a “Borrower-Related Party”) against the Trust (including, without limitation, any action in which both
the Trust and the Master Servicer are named), and/or the Special Servicer or any predecessor master servicer or special servicer, and
represent the interests of the Trust in any litigation relating to the rights and obligations (or the enforcement of obligations) of the
Trust, or of the Mortgagor or other Borrower-Related Party, under the related Mortgage Loan or Whole Loan, as applicable, or with respect
to the related Mortgaged Property or other collateral securing such Mortgage Loan or Whole Loan, or otherwise with respect to the enforcement
of the obligations of a Borrower-Related Party under the related Mortgage Loan documents (“Loan-Related Litigation”).
In the event that the Master Servicer is named in any Loan-Related Litigation but the Special Servicer is not named in such Loan-Related
Litigation (and regardless of whether the Trust is named in such Loan-Related Litigation), the Master Servicer shall notify the Special
Servicer of such litigation as soon as reasonably practicable but in any event no later than within ten (10) Business Days of the Master
Servicer receiving service of such Loan-Related Litigation.


(b)              
With respect to any Non-Specially Serviced Loan and to the extent the Master Servicer is named in Loan-Related Litigation, and
neither the Trust nor the Special Servicer is named, in order to effectuate the role of the Special Servicer as contemplated by the immediately
preceding subsection, the Master Servicer shall (i) provide quarterly (unless requested in writing from time to time on a more frequent
basis) status reports to the Special Servicer, regarding such Loan-Related Litigation; (ii) use reasonable efforts to have the Trust replace
the Master Servicer as the appropriate party to the lawsuit; and (iii) so long as the Master Servicer remains a party to such lawsuit,
consult with, and take direction from, the Special Servicer with respect to material decisions and material monetary settlements related
to the interests of the Trust in such Loan-Related Litigation, including but not limited to the selection of counsel. If and/or when the
Trust and/or the Special Servicer are named, the Special Servicer shall assume control of the Loan-Related Litigation as provided in Section
3.30(a) above; the Master Servicer shall no longer have the reporting obligations set forth above and the Special Servicer’s
selection of counsel shall be subject to the consent of the Master Servicer which consent shall not be unreasonably withheld. Further,
the Master Servicer shall have the right to engage separate counsel relating to claims against the Master Servicer to the extent set forth
in Section 3.30(e) if there are claims against the Master Servicer.


(c)              
The Special Servicer shall not (i) undertake (or direct the Master Servicer to undertake) any material settlement of any Loan-Related
Litigation or (ii) initiate any material Loan-Related Litigation unless and until it has notified in writing the Directing Certificateholder
(only if the related Mortgage Loan is not an Excluded Loan as to such party and for so long as no Consultation Termination Event has occurred
and is continuing and to the extent the identity of the Directing Certificateholder is actually known to the Special Servicer; provided
that the Special Servicer shall make due inquiry of the Certificate Administrator as to the identity of the Directing Certificateholder),
and the related holder of any Companion Loan (if such matter




    	 	-300-	 



     


    

affects such related Serviced Companion Loan
and to the extent the identity of the holder of such Serviced Companion Loan is actually known to the Special Servicer), and the Directing
Certificateholder (only if the related Mortgage Loan is not an Excluded Loan as to such party and for so long as no Control Termination
Event has occurred and is continuing) has not objected in writing within five (5) Business Days of having been notified thereof and having
been provided with all information that the Directing Certificateholder has reasonably requested with respect thereto promptly following
its receipt of the subject notice (it being understood and agreed that if such written objection has not been received by the Special
Servicer within such 5 Business Day period, then the Directing Certificateholder shall be deemed to have approved the taking of such action);
provided that, if the Special Servicer determines (consistent with the Servicing Standard) that immediate action is necessary to protect
the interests of the Certificateholders and, with respect to a Serviced Whole Loan, the related Companion Holders, the Special Servicer
may take such action without waiting for the Directing Certificateholder’s response.


(d)              
Notwithstanding anything to the contrary in this Section 3.30, neither the Special Servicer nor the Master Servicer shall
follow any advice, direction or consultation provided by the Directing Certificateholder, the Risk Retention Consultation Party, the Operating
Advisor or any other party to this Agreement that would require or cause the Special Servicer or the Master Servicer, as applicable, to
violate any applicable law, be inconsistent with the Servicing Standard, require or cause the Special Servicer or the Master Servicer,
as applicable, to violate provisions of this Agreement, require or cause the Special Servicer or the Master Servicer, as applicable, to
violate the terms of any Mortgage Loan or Whole Loan, expose any Certificateholder or any party to this Agreement or their Affiliates,
officers, directors or agents to any claim, suit or liability, cause any Trust REMIC created hereunder to fail to qualify as a REMIC,
or any Grantor Trust created hereunder to fail to qualify as a grantor trust for federal income tax purposes or result in the imposition
of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions, or materially expand
the scope of the Special Servicer’s, the Master Servicer’s, the Certificate Administrator’s or the Trustee’s,
as applicable, responsibilities under this Agreement.


(e)              
Notwithstanding the right of the Special Servicer provided in this Section 3.30 to represent the interests of the Trust
in Loan-Related Litigation, and subject to the rights of the Special Servicer to direct the Master Servicer’s actions in this Section 3.30,
the Master Servicer shall retain the right to make determinations relating to claims against the Master Servicer, including but not limited
to the right to engage separate counsel, to make settlement decisions and to appear in any proceeding on its own behalf. The cost related
to or incurred in connection with exercising such rights shall be subject to indemnification as and to the extent provided in this Agreement.


(f)               
Further, nothing in this Section shall require the Master Servicer, the Special Servicer or any other party to this Agreement to
take or fail to take any action which, in such party’s reasonable judgment and in accordance with the Servicing Standard, may (i)
cause any Trust REMIC created hereunder to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust for federal
income tax purposes, result in the imposition of “prohibited transaction” or “prohibited contribution” tax under
the Code, or otherwise result in a violation of the REMIC Provisions, (ii) cause the Master Servicer or the Special Servicer to violate
the




    	 	-301-	 



     


    

Servicing Standard, (iii) result in a violation
of applicable law or the Mortgage Loan documents or (iv) subject the Master Servicer, the Special Servicer or other such party to liability,
or materially expand the scope of the Master Servicer’s, the Special Servicer or such party’s obligations under this Agreement.


(g)              
In the event where the Master Servicer or Special Servicer is named party neither the Special Servicer nor the Master Servicer
shall settle on behalf of the Master Servicer or the Special Servicer, as applicable, any Loan-Related Litigation without such party’s
consent unless: (A) such settlement does not contain or require any admission of liability, wrongdoing or consent to injunctive relief
on the part of the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or the Special Servicer are each fully
released, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust pursuant to the terms of this Agreement,
and payment of such cost or judgment is provided for in this Agreement, (C) each of the Master Servicer and the Special Servicer is and
shall be indemnified as and to the extent provided in this Agreement for all costs and expenses incurred in defending and settling the
Loan-Related Litigation and for any judgment, (D) any such action taken by the Master Servicer or the Special Servicer at the direction
of the other shall be deemed (as to the party taking the action) to be in compliance with the Servicing Standard, and (E) the Master Servicer
or the Special Servicer, as applicable, provides the Master Servicer or the Special Servicer, as applicable, with assurance reasonably
satisfactory to the Master Servicer or the Special Servicer, as applicable, as to the items in clauses (A), (B), (C) and (D).


(h)              
In the event both the Master Servicer and the Special Servicer or Trust are named in Loan-Related Litigation, to the extent that
the Master Servicer and the Special Servicer deem it appropriate, the Master Servicer and the Special Servicer shall (i) use reasonable
efforts to enter into a joint defense agreement and (ii) otherwise cooperate with each other to afford the Master Servicer and the Special
Servicer the rights afforded to such party in this Section 3.30.


(i)                
This Section shall not apply in the event, and to the extent, that the Special Servicer authorizes the Master Servicer, and the
Master Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain Loan-Related Litigation
on behalf of the Trust in accordance with the Servicing Standard.


(j)                
Notwithstanding the foregoing, (x) in the event that any action, suit, litigation or proceeding names the Trustee, Certificate
Administrator, Custodian or Operating Advisor, in its respective individual capacity, or in the event that any judgment is rendered against
the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, in its individual capacity, the Trustee, Certificate
Administrator, Custodian or Operating Advisor, as applicable, upon prior written notice to the Master Servicer or the Special Servicer,
as applicable, may retain separate counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests
(but not to otherwise direct, manage or prosecute such litigation or claim); (y) in the event of any action, suit, litigation or proceeding,
other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor, guarantor or other
obligor under the related Mortgage Loan documents, or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither
the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee, Certificate Administrator, Custodian
or Operating Advisor, as applicable, (i) initiate an action, suit,




    	 	-302-	 



     


    

litigation or proceeding in the name of the Trustee,
Certificate Administrator, Custodian or Operating Advisor, as applicable, whether in such capacity or individually, (ii) engage counsel
to represent the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, (iii) settle any claim giving rise
to liability to the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, in its individual capacity, or
(iv) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar actions
with the intent to cause, and that actually causes, the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable,
to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible
for any delay due to the unwillingness of the Trustee, Certificate Administrator, Custodian or Operating Advisor to grant such consent);
and (z) in the event that any court finds that the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable,
is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage
Loan, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor, as applicable, shall have the right to retain
separate counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee,
Certificate Administrator, Custodian or Operating Advisor, as applicable, or individually (but not to otherwise direct, manage or prosecute
such litigation or claim); provided, however, nothing in this subsection shall be interpreted to preclude the Special Servicer (with respect
to any material Loan-Related Litigation with respect to any Mortgage Loan other than an Excluded Loan, with the consent or consultation
of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event or Consultation Termination
Event, respectively to the extent required in this Section 3.30) from initiating any action, suit, litigation or proceeding in
its own name as representative of the Trust. References to Mortgage Loans (including references to Mortgagors, guarantors, obligors and
Mortgaged Properties) in this Section 3.30 shall mean Mortgage Loans (other than any Non-Serviced Mortgage Loans).


Notwithstanding the foregoing
or anything to the contrary in this Section, this Section shall not apply to any Loan-Related Litigation and shall have no force and effect
with respect thereto, in the event that either (i) at the time such Loan-Related Litigation is commenced or at any time during the continuance
of such Loan-Related Litigation, LNR Partners, 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 such related Mortgage Loan or Whole Loan is an Excluded Special Servicer Loan in respect
of LNR Partners, LLC as Special Servicer, 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 Loan-Related Litigation
or holds any interest which is adverse to the Trust or the Special Servicer in the related Mortgage Loan or related Whole Loan (or any
portion thereof) or the related Mortgaged Property to which Loan-Related Litigation relates, unless otherwise agreed to in writing by
each of the Depositor, Sponsor, Mortgage Loan Seller, Initial Purchaser, Underwriter, or affiliate that is such a party or holds such
interest. In each case under clause (ii) above, the applicable party listed above shall use reasonable efforts to provide notice of such
occurrence to the Master Servicer pursuant to this Agreement. For the avoidance of doubt, the rights and obligations of the Master Servicer
and the Special Servicer relating to any Loan-Related Litigation shall be limited solely to the representation of the Trust and itself,
separate and apart from the interests of any other party




    	 	-303-	 



     


    

thereto. For the further avoidance of doubt,
in such circumstance described in this paragraph, the rights and obligations of the Master Servicer and the Special Servicer relating
to litigation shall be as otherwise set forth with respect to servicing in this Agreement.


Section 3.31       
[Reserved].


Section 3.32       
[Reserved]. 


Section 3.33       
Delivery of Excluded Information to the Certificate Administrator. (a) Any Excluded Information that the Master Servicer,
the Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to the Certificate
Administrator’s Website shall be delivered to the Certificate Administrator via e-mail (or such other electronic means as is mutually
acceptable to the parties) in one or more separate files labeled “Excluded Information” followed by the applicable loan name
and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance of doubt, any information that is not appropriately
labeled and delivered in accordance with this Section 3.33(a) shall not be separately posted as Excluded Information on the
Certificate Administrator’s Website, and any information appropriately labeled and delivered to the Certificate Administrator pursuant
to this Section 3.33(a) shall be posted on the Certificate Administrator’s Website under the “Excluded Information”
section, as provided under Section 3.13. When so posted, the Excluded Controlling Class Holders shall be prohibited from the
access of Excluded Information with respect to any Excluded Controlling Class Loans on the Certificate Administrator’s Website (unless
a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with
respect to the related Excluded Controlling Class Loans). None of the Master Servicer, the Special Servicer or the Operating Advisor shall
have any obligations to separately label and deliver any Excluded Information in accordance with this Section 3.33(a) until
such party has received written notice with respect to the related Excluded Controlling Class Loan in the form of Exhibit P-1E
to this Agreement. Nothing set forth in this Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder
from receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which
the Directing Certificateholder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information
is not available to such Excluded Controlling Class Holder 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 Controlling Class Loan shall be permitted to reasonably request and obtain such information in accordance with
Section 3.13(a).


Nothing set forth in this
Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder from receiving, requesting or reviewing
any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing Certificateholder or such
Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available to such Excluded Controlling
Class Holder via the Certificate Administrator’s Website, such Directing Certificateholder or Controlling Class Certificateholder
that is not a Borrower Party with respect to the related Excluded Controlling Class Loan shall be permitted to reasonably request and
obtain such information in accordance with Section 3.13(a) and Section 4.02(f) of this Agreement.






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Section 3.34       
Certain Matters with Respect to Joint Mortgage Loans.


(a)              
If a Mortgage Loan Seller with respect to a Joint Mortgage Loan (a “Repurchasing Mortgage Loan Seller”) repurchases,
or substitutes for, the Mortgage Note(s) (as such term is defined in this Section 3.34(a)) (a “Repurchased Note”)
related to such Joint Mortgage Loan that it sold to the Depositor, but the other Mortgage Loan Seller with respect to such Joint Mortgage
Loan does not repurchase, or substitute for, the Mortgage Note(s) related to such Joint Mortgage Loan that it sold to the Depositor, the
provisions of this Section 3.34 shall apply prior to the adoption, pursuant to Section 13.01(l), of any amendment to this
Agreement that provides otherwise. Each Mortgage Loan Seller of a Joint Mortgage Loan has agreed pursuant to the terms of the related
Mortgage Loan Purchase Agreement that the terms set forth in this Section 3.34 with respect to the servicing and administration
of such Joint Mortgage Loan shall apply if one or more of the Mortgage Notes related to such Joint Mortgage Loan has been repurchased
or, by way of substitution, otherwise removed from the Trust and at least one other Mortgage Note related to such Joint Mortgage Loan
is included in the Trust until such time as all of the Mortgage Notes related to such Joint Mortgage Loan are no longer included in the
Trust. For purposes of this Section 3.34, Section 13.01(l) and Section 13.08(a) only, “Mortgage Note”
shall mean with respect to any Joint Mortgage Loan, each original promissory note that collectively represents the Mortgage Note (as defined
in Article I) with respect to such Joint Mortgage Loan and shall not be a collective reference to such promissory notes.


(b)              
Custody of and record title under the Mortgage Loan documents with respect to the applicable Joint Mortgage Loan shall be held
exclusively by the Custodian as provided under this Agreement, except that the Repurchasing Mortgage Loan Seller shall hold and retain
title to its original Repurchased Note(s) and any related endorsements thereof.


(i)               
All of the Mortgage Notes with respect to any Joint Mortgage Loan shall be of equal priority, and no portion of any Mortgage Note
shall have priority or preference over any other portion of the other Mortgage Notes or security therefor. Payments from the related Mortgagor
(including, without limitation, any Penalty Charges) or any other amounts received with respect to each Mortgage Note shall be collected
as provided in this 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




    	 	-305-	 



     


    

shall be allocated to each related Mortgage
Note, pro rata based upon the respective unpaid principal balances thereof.


(ii)              
If the Master Servicer or the Special Servicer, as applicable, receives an aggregate payment of less than the aggregate amount
due under any such Joint Mortgage Loan at any particular time, the applicable Repurchasing Mortgage Loan Seller shall receive from the
Master Servicer an amount equal to its Mortgage Loan Seller Percentage Interest of such payment. All expenses, losses and shortfalls relating
solely to such Joint Mortgage Loan including, without limitation, losses of principal or interest, Nonrecoverable Advances, interest on
Servicing Advances, Special Servicing Fees, Workout Fees and Liquidation Fees (including any such fees related to the applicable Mortgage
Notes), shall be allocated between the holders of the related Mortgage Notes pro rata based upon the respective unpaid principal balances
thereof. In no event shall any costs, expenses, fees or any other amounts related to any Mortgage Loan or Joint Mortgage Loan other than
the applicable Joint Mortgage Loan be deducted from payments or any other amounts received with respect to such Joint Mortgage Loan and
payable to the applicable Repurchasing Mortgage Loan Seller.


(iii)               
A Joint Mortgage Loan to which this Section 3.34 applies shall be serviced for the benefit of the applicable Repurchasing Mortgage
Loan Seller and the Certificateholders pursuant to the terms and conditions of this Agreement in accordance with the Servicing Standard
and in accordance with the provisions herein as if (A) such Joint Mortgage Loan were a Serviced Whole Loan (and, if such Joint Mortgage
Loan is part of a Serviced Whole Loan, such Joint Mortgage Loan shall continue to be serviced and administered under the applicable Intercreditor
Agreement), (B) the related Mortgage Note(s) not repurchased were (1) a Serviced Pari Passu Mortgage Loan and (2) the only Mortgage Loan
that is part of such Joint Mortgage Loan (or related Serviced Whole Loan), and (C) the related Repurchased Note were a Serviced Pari Passu
Companion Loan. No Repurchasing Mortgage Loan Seller shall be permitted to terminate the Master Servicer, the Special Servicer or the
Operating Advisor as servicer, special servicer or operating advisor, respectively, of the related Repurchased Note. All rights of the
mortgagee under each such Joint Mortgage Loan shall be exercised by the Master Servicer or the Special 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




    	 	-306-	 



     


    

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.


(c)              
If any non-repurchased Mortgage Note relating to a Joint Mortgage Loan to which this Section 3.34 applies is a Specially Serviced
Loan, then any related Repurchased Note shall also be a Specially Serviced Loan under this Agreement. The Special Servicer shall cause
such related Repurchased Note to be specially serviced for the benefit of the applicable Repurchasing Mortgage Loan Seller in accordance
with the terms and provisions set forth in this Agreement and shall be entitled to any Special Servicing Fee, Workout Fee or Liquidation
Fee payable to the Special Servicer under this Agreement as with respect to a Serviced Pari Passu Companion Loan.


(d)              
If (A) the Master Servicer shall pay any amount to any Repurchasing Mortgage Loan Seller pursuant to the terms hereof in the belief
or expectation that a related payment has been made or will be received or collected in connection with any or all of the applicable Mortgage
Notes and (B) such related payment is not received or collected by the Master Servicer, then the applicable Repurchasing Mortgage Loan
Seller shall promptly on demand by the Master Servicer return such amount to the Master Servicer. If the Master Servicer determines at
any time that any amount received or collected by the Master Servicer in respect of any Joint Mortgage Loan to which this Section 3.34
applies must be returned to the related Mortgagor or paid to any other person or entity pursuant to any insolvency law or otherwise, notwithstanding
any other provision of this Agreement, the Master Servicer shall not be required to distribute any portion thereof to the related Repurchasing
Mortgage Loan Seller, and such Repurchasing Mortgage Loan Seller shall promptly on demand by the Master Servicer repay (which obligation
shall survive the termination of this Agreement) any portion thereof that the Master Servicer shall have distributed to such Repurchasing
Mortgage Loan Seller, together with interest thereon at such rate, if any, as the Master Servicer may pay to the related Mortgagor or
such other person or entity with respect thereto.


(e)              
Subject to this Agreement (including, without limitation, the consent and consultation rights of the Directing Certificateholder
and any consultation rights of the Operating Advisor), the Master Servicer or the Special Servicer, as applicable, on behalf of the holders
of any of the Repurchased Notes, shall have the exclusive right and obligation to (i) administer, service and make all decisions and determinations
regarding the related Joint Mortgage Loan and (ii) enforce the applicable Mortgage Loan documents as provided hereunder. Without limiting
the generality of the preceding sentence, the Master Servicer or the Special Servicer, as applicable, may agree to any modification, waiver
or amendment of any term of, forgive interest on and principal of, capitalize interest on, permit the release, addition or substitution
of collateral securing, and/or permit the release of the related Mortgagor on or any guarantor of any Joint Mortgage Loan it is required
to service and administer as contemplated by this Section 3.34, without the consent of the related Repurchasing Mortgage Loan Seller,
subject, however, to the terms of this Agreement as they pertain to a Serviced Pari Passu Companion Loan.




    	 	-307-	 



     


    

(f)               
 In taking or refraining from taking any action permitted hereunder, the Master Servicer and the Special Servicer shall each be
subject to the same degree of care with respect to the administration and servicing of the Joint Mortgage Loans to which this Section
3.34 applies as is consistent with this Agreement and shall be liable to any Repurchasing Mortgage Loan Seller only to the same extent
as set forth herein with respect to any holder of a Serviced Pari Passu Companion Loan.


(g)              
If the Trustee, the Master Servicer or the Special Servicer has made a Servicing Advance with respect to any Repurchased Note which
would otherwise be reimbursable to such advancing party under this Agreement, and such Advance is determined to be a Nonrecoverable Advance,
the applicable Repurchasing Mortgage Loan Seller shall reimburse the Trust in an amount equal to such Repurchasing Mortgage Loan Seller’s
Mortgage Loan Seller Percentage Interest of such Nonrecoverable Advance with interest thereon. Notwithstanding the foregoing, the applicable
Repurchasing Mortgage Loan Seller shall not be obligated to reimburse the Trustee, the Master Servicer or the Special Servicer (and amounts
due to the applicable Repurchasing Mortgage Loan Seller shall not be offset) for Advances or interest thereon or any amounts related to
any Mortgage Loans or any other Joint Mortgage Loan other than such amounts relating to the applicable Repurchased Note. To the extent
that the applicable Repurchasing Mortgage Loan Seller reimburses any such Nonrecoverable Advances and such amounts are subsequently recovered,
the applicable Repurchasing Mortgage Loan Seller shall receive a reimbursement from such recovery based on its Mortgage Loan Seller Percentage
Interest of such recovery. This reimbursement right shall not limit the Trustee’s, the Master Servicer’s or the Special Servicer’s
rights to reimbursement under this Agreement. Notwithstanding anything to the contrary contained herein, the total liability of each Repurchasing
Mortgage Loan Seller shall not exceed an amount equal to its Mortgage Loan Seller Percentage Interest of the amount to be reimbursed.


(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




    	 	-308-	 



     


    

Mortgage Loan Seller shall not be liable, and
shall be indemnified by the Master Servicer or the Special Servicer, as applicable, for any negligence with respect to, or misuse of,
any such power of attorney by the Master Servicer or the Special Servicer, as the case may be; and further provided that the Master Servicer
or the Special Servicer, without the written consent of the applicable Repurchasing Mortgage Loan Seller, shall not initiate any action
in the name of such Repurchasing Mortgage Loan Seller without indicating its representative capacity or take any action with the intent
to cause and that actually causes, such Repurchasing Mortgage Loan Seller to be registered to do business in any state.


(j)                
Pursuant to the related Mortgage Loan Purchase Agreement, the applicable Repurchasing Mortgage Loan Seller is required to deliver
to the Master Servicer or the Special Servicer, as applicable, the Mortgage Loan documents related to the applicable Repurchased Note,
any requests for release and any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or
trustee’s sale in respect of the related Mortgaged Property or to any legal action or to enforce any other remedies or rights provided
by the Mortgage Note(s) or the Mortgage(s) or otherwise available at law or equity with respect to the related Repurchased Note.


[End of Article III]


Article IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


Section 4.01       
Distributions. (a)Distributions of Non-VRR Available Funds. On each Distribution Date, to the extent of the Non-VRR
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 (other than the Class LVRR Uncertificated
Interest), and immediately thereafter, shall make distributions thereof from the Upper-Tier REMIC Distribution Account in the following
order of priority, satisfying in full, to the extent required and possible, each priority before making any distribution with respect
to any succeeding priority:


(i)               
first, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the
Class A-4 Certificates, the Class A-5, Certificates, the Class A-SB Certificates, the Class X-A Certificates, the Class X-B
Certificates, the Class X-D Certificates, the Class X-F Certificates, the Class X-G Certificates, the Class X-H Certificates and the Class X-J
Certificates, pro rata (based upon their respective entitlements to interest for such Distribution Date), in respect of interest,
up to an amount equal to the aggregate Interest Distribution Amount of such Classes of Certificates for such Distribution Date;


(ii)              
second, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates,
the Class A-4 Certificates, Class A-5 Certificates and the Class A-SB Certificates in reduction of their Certificate Balances: (I) prior
to the




    	 	-309-	 



     


    

Cross-Over Date (1) first,
to the Holders of the Class A-SB Certificates, in an amount up to the Non-VRR Principal Distribution Amount, until the outstanding
Certificate Balance of the Class A-SB Certificates is reduced to the Class A-SB Planned Principal Balance for such Distribution
Date; (2) second, to the Holders of the Class A-1 Certificates, in an amount up to the Non-VRR Principal Distribution
Amount (or the portion thereof remaining after any distributions specified in subclause (1) above have been made on such Distribution
Date), until the outstanding Certificate Balance of the Class A-1 Certificates is reduced to zero; (3) third, to the
Holders of the Class A-2 Certificates in an amount up to the Non-VRR Principal Distribution Amount (or the portion thereof remaining
after any distributions specified in subclauses (1) and (2) above have been made on such Distribution Date), until the outstanding
Certificate Balance of the Class A-2 Certificates is reduced to zero; (4) fourth, to the Holders of the Class A-3
Certificates in an amount up to the Non-VRR Principal Distribution Amount (or the portion thereof remaining after any distributions specified
in subclauses (1), (2) and (3) above have been made on such Distribution Date), until the outstanding Certificate
Balance of the Class A-3 Certificates is reduced to zero; (5) fifth, to the Holders of the Class A-4 Certificates,
in an amount up to the Non-VRR Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses
(1), (2), (3) and (4) above have been made on such Distribution Date), until the outstanding Certificate Balance
of the Class A-4 Certificates is reduced to zero; (6) sixth, to the Holders of the Class A-5 Certificates, in an amount
up to the Non-VRR Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses (1),
(2), (3), (4) and (5) above have been made on such Distribution Date), until the outstanding Certificate Balance
of the Class A-5 Certificates is reduced to zero; and (7) seventh, to the Holders of the Class A-SB Certificates, in
an amount up to the Non-VRR Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses
(1), (2), (3), (4), (5) and (6) above have been made on such Distribution Date), until the outstanding
Certificate Balance of the Class A-SB Certificates is reduced to zero and (II) on or after the Cross-Over Date, to the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates, pro rata (based on their respective Certificate
Balances) in an amount equal to the Non-VRR Principal Distribution Amount for such Distribution Date, until the Certificate Balance of
each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates is reduced to zero;


(iii)            
third, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates,
the Class A-4 Certificates, Class A-5 Certificates and the Class A-SB Certificates, first, (i) up to an amount equal to, and
pro rata (based upon the aggregate unreimbursed Non-VRR Realized Losses previously allocated to each such Class) with, the aggregate
unreimbursed Non-VRR Realized Losses previously allocated to each such Class, then, (ii) in an amount equal to all accrued and
unpaid interest on the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related
Non-VRR Realized Loss was allocated to such Class until the date such Non-VRR Realized Loss is reimbursed;


(iv)               
fourth, to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount of such Class of Certificates for such Distribution Date;




    	 	-310-	 



     


    

(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 Non-VRR Principal Distribution Amount (or the portion thereof remaining after any distributions in respect
of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB Certificates on such Distribution Date), until
the outstanding Certificate Balance of the Class A-S Certificates is reduced to zero;


(vi)             
sixth, to the Holders of the Class A-S Certificates, first, (i) up to an amount equal to the aggregate unreimbursed
Non-VRR Realized Losses previously allocated to such Class, then, (ii) in an amount equal to all accrued and unpaid interest on
the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Non-VRR Realized
Loss was allocated to such Class until the date such Non-VRR Realized Loss is reimbursed;


(vii)           
seventh, to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount of such Class of Certificates for such Distribution Date;


(viii)         
eighth, after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Holders of
the Class B Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Non-VRR Principal Distribution
Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates on such Distribution Date),
until the outstanding Certificate Balance of the Class B Certificates is reduced to zero;


(ix)              
ninth, to the Holders of the Class B Certificates, first, (i) up to an amount equal to the aggregate unreimbursed
Non-VRR Realized Losses previously allocated to such Class, then, (ii) in an amount equal to all accrued and unpaid interest on
the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Non-VRR Realized
Loss was allocated to such Class until the date such Non-VRR Realized Loss is reimbursed;


(x)              
 tenth, to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest Distribution
Amount of such Class of Certificates for such Distribution Date;


(xi)               
eleventh, after the Certificate Balances of the Class A Certificates and the Class B Certificates have been reduced
to zero, to the Holders of the Class C Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the
Non-VRR Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates
and Class B Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class C Certificates is
reduced to zero;


(xii)             
twelfth, to the Holders of the Class C Certificates, first, (i) up to an amount equal to the aggregate unreimbursed
Non-VRR Realized Losses previously allocated to such Class, then, (ii) in an amount equal to all accrued and unpaid interest on
the amount




    	 	-311-	 



     


    

set forth in clause (i) at the Pass-Through
Rate for such Class compounded monthly from the date the related Non-VRR Realized Loss was allocated to such Class until the date such
Non-VRR Realized Loss is reimbursed;


(xiii)          
thirteenth, to the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount of such Class of Certificates for such Distribution Date;


(xiv)          
fourteenth, after the Certificate Balances of the Class A Certificates, Class B Certificates and Class C
Certificates have been reduced to zero, to the Holders of the Class D Certificates, in reduction of the Certificate Balances thereof,
up to an amount equal to the Non-VRR Principal Distribution Amount (or the portion thereof remaining after any distributions in respect
of the Class A Certificates, Class B Certificates and Class C Certificates on such Distribution Date), until the
outstanding Certificate Balance of the Class D Certificates is reduced to zero;


(xv)              
fifteenth, to the Holders of the Class D Certificates, first, (i) up to an amount equal to the aggregate unreimbursed
Non-VRR Realized Losses previously allocated to such Class, then, (ii) in an amount equal to all accrued and unpaid interest on
the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Non-VRR Realized
Loss was allocated to such Class until the date such Non-VRR Realized Loss is reimbursed;


(xvi)          
sixteenth, to the Holders of the Class E Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount of such Class of Certificates for such Distribution Date;


(xvii)         
seventeenth, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C
Certificates and Class D Certificates have been reduced to zero, to the Holders of the Class E Certificates, in reduction of the
Certificate Balances thereof, up to an amount equal to the Non-VRR Principal Distribution Amount (or the portion thereof remaining after
any distributions in respect of the Class A Certificates, Class B Certificates, Class C Certificates and Class D
Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class E Certificates is reduced to zero;


(xviii)      
eighteenth, to the Holders of the Class E Certificates, first, (i) up to an amount equal to the aggregate
unreimbursed Non-VRR Realized Losses previously allocated to such Class, then, (ii) in an amount equal to all accrued and unpaid
interest on the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Non-VRR
Realized Loss was allocated to such Class until the date such Non-VRR Realized Loss is reimbursed;


(xix)           
nineteenth, to the Holders of the Class F Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount of such Class of Certificates for such Distribution Date;




    	 	-312-	 



     


    

(xx)          
 twentieth, after the Certificate Balances of the Class A Certificates, the Class B Certificates, the Class C
Certificates, the Class D Certificates and the Class E Certificates have been reduced to zero, to the Holders of the Class F
Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Non-VRR Principal Distribution Amount (or
the portion thereof remaining after any distributions in respect of the Class A Certificates, Class B Certificates, Class C
Certificates, Class D Certificates and Class E Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class F Certificates is reduced to zero;


(xxi)          
twenty-first, to the Holders of the Class F Certificates, first, (i) up to an amount equal to the aggregate
unreimbursed Non-VRR Realized Losses previously allocated to such Class, then, (ii) in an amount equal to all accrued and unpaid
interest on the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Non-VRR
Realized Loss was allocated to such Class until the date such Non-VRR Realized Loss is reimbursed;


(xxii)         
twenty-second, to the Holders of the Class G Certificates, in respect of interest, up to an amount equal to the
Interest Distribution Amount of such Class of Certificates for such Distribution Date;


(xxiii)       
twenty-third, after the Certificate Balances of the Class A Certificates, the Class B Certificates, the Class C
Certificates, the Class D Certificates, the Class E Certificates and the Class F Certificates have been reduced to zero,
to the Holders of the Class G Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Non-VRR
Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates, Class B
Certificates, Class C Certificates, Class D Certificates, Class E Certificates and Class F Certificates on such Distribution
Date), until the outstanding Certificate Balance of the Class G Certificates is reduced to zero;


(xxiv)       
twenty-fourth, to the Holders of the Class G Certificates, first, (i) up to an amount equal to the aggregate
unreimbursed Non-VRR Realized Losses previously allocated to such Class, then, (ii) in an amount equal to all accrued and unpaid
interest on the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Non-VRR
Realized Loss was allocated to such Class until the date such Non-VRR Realized Loss is reimbursed;


(xxv)         
twenty-fifth, to the Holders of the Class H Certificates in respect of interest, up to an amount equal to the Interest
Distribution Amount of such Class of Certificates for such Distribution Date;


(xxvi)       
twenty-sixth, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C
Certificates, Class D Certificates, Class E Certificates, Class F Certificates and Class G Certificates have been
reduced to zero, to the Holders of the Class H Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to
the Non-VRR Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates,
Class B Certificates, Class C




    	 	-313-	 



     


    

Certificates, Class D Certificates,
Class E Certificates, Class F Certificates and Class G Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class H Certificates is reduced to zero;


(xxvii)      
twenty-seventh, to the Holders of the Class H Certificates, first, (i) up to an amount equal to the aggregate
unreimbursed Non-VRR Realized Losses previously allocated to such Class, then, (ii) in an amount equal to all accrued and unpaid
interest on the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Non-VRR
Realized Loss was allocated to such Class until the date such Non-VRR Realized Loss is reimbursed;


(xxviii)    
twenty-eighth, to the Holders of the Class J Certificates in respect of interest, up to an amount equal to the Interest
Distribution Amount of such Class of Certificates for such Distribution Date;


(xxix)          twenty-ninth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates,
Class D Certificates, Class E Certificates, Class F Certificates, Class G and Class H Certificates have
been reduced to zero, to the Holders of the Class J Certificates, in reduction of the Certificate Balance thereof, up to an amount
equal to the Non-VRR Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the
Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E
Certificates, Class F Certificates, Class G and Class H Certificates on such Distribution Date), until the outstanding
Certificate Balance of the Class J Certificates is reduced to zero;


(xxx)          
thirtieth, to the Holders of the Class J Certificates, first, (i) up to an amount equal to the aggregate unreimbursed
Non-VRR Realized Losses previously allocated to such Class, then, (ii) in an amount equal to all accrued and unpaid interest on
the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Non-VRR Realized
Loss was allocated to such Class until the date such Non-VRR 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 Non-VRR 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 Non-VRR 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.




    	 	-314-	 



     


    

(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 Loss in an amount equal to the amount of principal or reimbursement of Realized Loss actually distributable
to the Holders of the respective Related Certificates as provided in Sections Section 4.01(a), 4.01(d), 4.01(g)
and 4.01(l) 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 or VRR Interest Distribution Amount,
as applicable, in respect of its Related Certificates plus a pro rata portion of the Interest Distribution Amount in respect of
(i) in the case of the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5 and Class LASB Uncertificated Interests,
the Class X-A Certificates, (ii) in the case of the Class LAS, Class LB and Class LC Uncertificated Interests, the Class X-B
Certificates, (iii) in the case of the Class LD and Class LE Uncertificated Interests, the Class X-D Certificates, (iv)
in the case of the Class LF Uncertificated Interests, the Class X-F Certificates, (v) in the case of the Class LG Uncertificated Interests,
the Class X-G Certificates, (vi) in the case of the Class LH Uncertificated Interests, the Class X-H Certificates and (vii) in the
case of the Class LJ Uncertificated Interests, the Class X-J 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)(iii) shall be distributed to
the Holders of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Aggregate Available
Funds for such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


(d)              
While the Certificate Balance of any Class of Certificates is reduced to zero, such Class shall not be entitled to any further
distributions in respect of interest or principal other than reimbursement of Realized Losses with interest and other amounts provided
for in this Section 4.01(d).




    	 	-315-	 



     


    

(e)              
 Distributions of VRR Available Funds on the Class VRR Certificates. On each Distribution Date, the Certificate Administrator
shall withdraw from the Upper-Tier REMIC Distribution Account the amounts on deposit therein, to the extent of the VRR Available Funds
for such Distribution Date, and shall distribute such amounts to the Class VRR Certificateholders and the Class R Certificates in accordance
with this Section 4.01(e).


On each Distribution Date,
the Certificate Administrator shall apply the then applicable VRR Available Funds for such Distribution Date to make distributions to
the Class VRR Certificateholders for the following purposes and in the following order of priority:


(i)               
first, distributions of interest on the Class VRR Certificates, up to an amount equal to the VRR Interest Distribution Amount
for such Distribution Date;


(ii)              
second, distributions in reduction of the Certificate Balance of the Class VRR Certificates, up to an amount equal to the
VRR Principal Distribution Amount for such Distribution Date, until the outstanding Certificate Balance thereof has been reduced to zero;
and


(iii)            
third, to the Class VRR Certificates, for reimbursements (with interest) of prior write-offs of the Certificate Balance
of the Class VRR Certificates, up to an amount equal to the unreimbursed VRR Realized Losses previously allocated to the Class VRR Certificates,
plus interest in an amount equal to the VRR Realized Loss Interest Distribution Amount for such Distribution Date;


provided that, with
respect to any Distribution Date, to the extent that VRR Available Funds for such Distribution Date exceeds the distributions to the Class
VRR Certificateholders on such Distribution Date pursuant to the immediately preceding clauses (i) through (iii), the Certificate Administrator
shall distribute such excess to the Class R Certificates.


(f)               
(i) On each Distribution Date, the Non-VRR Percentage of the 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: (x)(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, Class E, Class F, Class G, Class H and Class J Certificates, the
product of (A) the Non-VRR Percentage of 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) the Non-VRR Percentage of such Yield Maintenance Charge or Prepayment Premium and (II) a fraction, the numerator
of which is equal to the amount of principal distributed to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and
Class A-SB Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to all Principal
Balance Certificates for that Distribution Date, over (B) the amount of such Yield Maintenance Charge or Prepayment Premium distributed
to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB




    	 	-316-	 



     


    

Certificates as described above, (iii) to
the Class X-B Certificates, the excess, if any, of (A) the product of (I) the Non-VRR Percentage of such Yield Maintenance
Charge or Prepayment Premium and (II) a fraction, the numerator of which is equal to the amount of principal distributed to the Class
A-S, Class B and Class C Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed
to all Principal Balance Certificates for that Distribution Date, over (B) the amount of such Yield Maintenance Charge or Prepayment
Premium distributed to the Class A-S, Class B and Class C Certificates as described above, (iv) to the Class X-D Certificates,
the excess, if any, of (A) the product of (I) the Non-VRR Percentage of 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 D and Class E 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, (v) to the Class X-F Certificates, the excess, if any, of (A) the product of (I) the Non-VRR
Percentage of 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 F 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, (vi) to the Class X-G Certificates, the excess,
if any, of (A) the product of (I) the Non-VRR Percentage of 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 G 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, (vii) to the Class X-H Certificates, the excess, if any, of (A) the product of (I) the Non-VRR Percentage of
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 H 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 and (viii) to the Class X-J Certificates, any remaining portion of such
Non-VRR Percentage of such Yield Maintenance Charge or Prepayment Premium not distributed as described above and (y) to the Class VRR
Certificates, the VRR Percentage of such Yield Maintenance Charge or Prepayment Premium, pro rata based upon the aggregate amount
of principal distributed in respect of the Class VRR Certificates.


For purposes of the first
paragraph of this Section 4.01(f), the relevant “Base Interest Fraction” with respect to any Principal
Prepayment on any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium, and with respect to
any Class of Principal Balance Certificates, shall be a fraction (A) the numerator of which is the greater of (x) zero and (y) the
difference between (i) the Pass-Through Rate on such Class of Certificates, and (ii) the applicable Discount Rate and (B) the
denominator of which is the difference between (i) the Mortgage Rate on such Mortgage Loan, and (ii) the applicable Discount
Rate. However, (1) under no circumstances shall the Base Interest Fraction be greater than one, (2) if the applicable Discount
Rate is greater than or equal to the Mortgage Rate on such Mortgage Loan, and is greater than or equal to the Pass-Through Rate on
such Class, then the Base Interest Fraction will equal zero and (3) if the applicable Discount Rate is greater than or equal to the
Mortgage Rate on such Mortgage Loan, and is less than the Pass-Through Rate on such Class, then the Base Interest Fraction will be
1.0.




    	 	-317-	 



     


    

For purposes of the preceding
paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium or Yield Maintenance Charge collected
on any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall be a rate per annum equal to (i) if
a discount rate was used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the terms of
the relevant Mortgage Loan or REO Loan, as the case may be, such discount rate (as reported by the applicable Master Servicer), converted
(if necessary) to a monthly equivalent yield, or (ii) if a discount rate was not used in the calculation of the applicable Prepayment
Premium or Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, the yield calculated
by the linear interpolation of the yields (as reported under the heading “U.S. Government Securities/Treasury Constant Maturities”
in Federal Reserve Statistical Release H.15 (519) published by the Federal Reserve Board for the week most recently ended before the 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 (in the case of a Mortgage Loan or REO Loan that is not related to an ARD Loan)
or the Anticipated Repayment Date (in the case of a Mortgage Loan or REO Loan that is related to an ARD Loan), such interpolated yield
converted to a monthly equivalent yield. If Federal Reserve Statistical Release H.15 (519) is no longer published, the Master Servicer
shall select a comparable publication as the source of the applicable yields of U.S. Treasury constant maturities.


(ii)              
No Yield Maintenance Charges or Prepayment Premium shall be distributed to the Holders of the Class R or Class S Certificates.


(iii)            
All distributions of Yield Maintenance Charges and Prepayment Premiums made 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)              
On each Distribution Date, amounts on deposit in the Upper-Tier REMIC Distribution Account that represent the VRR Percentage of
such Prepayment Premiums and Yield Maintenance Charges collected on the Mortgage Loans during the related Collection Period shall be distributed
by the Certificate Administrator to the Class VRR Certificateholders, on a pro rata and pari passu basis, as follows:


(h)              
On each Distribution Date, any portion of Prepayment Premiums and Yield Maintenance Charges that are to be distributed to the Class
VRR Certificateholders shall, for federal income tax purposes, be deemed to have first been transferred to the Grantor Trust in respect
of the VRR Upper-Tier Regular Interests.


(i)              
On each Distribution Date, the Certificate Administrator shall (i) withdraw amounts from the Non-VRR 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 Non-VRR Certificates (in order of distribution priority) (first deeming such amounts to be distributed with respect to the Related
Lower-Tier Regular Interests) up to an amount equal to all




    	 	-318-	 



     


    

Non-VRR Realized Losses, if any, previously
deemed allocated to them and unreimbursed after application of the Non-VRR Available Funds for such Distribution Date and (ii) withdraw
amounts from the VRR Gain-on-Sale Reserve Account and shall distribute such amounts to reimburse the Class VRR Certificateholders (first
deeming such amounts to be distributed with respect to the Related Lower-Tier Regular Interests) up to an amount equal to all VRR Realized
Losses, if any, previously deemed allocated to the Class VRR Certificates and unreimbursed after application of the VRR Available Funds
for such Distribution Date. Amounts paid from the Non-VRR Gain-on-Sale Reserve Account and the VRR Gain-on-Sale Reserve Account shall
not reduce the Certificate Balances of the Classes of Certificates receiving such distributions. Any amounts remaining in the Non-VRR
Gain-on-Sale Reserve Account and the VRR Gain-on-Sale Reserve Account after such distributions shall be applied to offset future Non-VRR
Realized Losses and VRR Realized Losses, as applicable, with respect to the Principal Balance Certificates and related Non-VRR Realized
Losses and VRR Realized Losses, as applicable, in each case allocable to the Regular Certificates and the Class VRR Certificates, respectively.
Upon termination of the Trust, any amounts remaining in the Non-VRR 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.


(j)                
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(k), 4.01(l) and 9.01, all such distributions with respect to each Class on each Distribution
Date shall be made to the Certificateholders of the respective Class of record at the close of business on the related Record Date and
shall be made by wire transfer of immediately available funds to the account of any such Certificateholder at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided the Certificate Administrator with wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order
applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate (determined without regard to any possible future reimbursement of Realized Losses
previously allocated to such Certificate) will be made in like manner, but only upon presentation and surrender of such Certificate at
the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Each distribution with respect
to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible for crediting
the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository
Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect participating
brokerage firm (a “brokerage firm” or “indirect participating firm”) for which it acts as agent. Each brokerage
firm shall be responsible for disbursing funds to the Certificate Owners that it represents. None of the Trustee, the Certificate Administrator,
the Certificate Registrar, the Depositor, the Master Servicer, the Special Servicer or the Underwriters shall have any responsibility
therefor except as otherwise provided by this Agreement or applicable law.




    	 	-319-	 



     


    

(k)              
 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(k)
shall not have been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order
to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining
non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment
and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the
first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No
interest shall accrue or be payable to any Certificateholder on any amount held in trust hereunder by the Certificate Administrator as
a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(k).


(l)                
Distributions in reimbursement of Non-VRR Realized Losses or VRR Realized Losses previously allocated to the Non-VRR Certificates
or the Class VRR Certificates shall be made in the amounts and manner specified in Section 4.01(a) or Section 4.01(d),
as applicable, to the Holders of the respective Class otherwise entitled to distributions of interest and principal on such Class on the
relevant Distribution Date; provided that all distributions in reimbursement of Non-VRR 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




    	 	-320-	 



     


    

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(k) as if such Holder had failed to surrender its Certificates.


(m)            
On each Distribution Date, any Excess Interest received during the related Collection Period with respect to any Mortgage Loans
shall be distributed (i) to the Holders of the Class S Certificates in an amount equal to the Non-VRR Percentage of such Excess Interest;
(ii) to the Class VRR Certificateholders, in an aggregate amount equal to the product of (A) the VRR Percentage, multiplied by (B)
the amount of such Excess Interest. Excess Interest will not be available to pay any other amounts except for distributions on Excess
Interest Certificates and the Class VRR Certificates. The Class VRR Certificates will be entitled to such distributions of Excess Interest
notwithstanding any reduction of its related Certificate Balance to zero.


(n)              
On the Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make
withdrawals and payments from the Companion Distribution Account for each Companion Loan in the following order of priority:


(i)               
to pay to the Master Servicer any amounts deposited by the Master Servicer in the Companion Distribution Account not required to
be deposited therein;


(ii)              
to the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee or
the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable or reimbursable
to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced Whole Loan related
to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related Intercreditor Agreement;


(iii)            
to pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related Companion
Holder, in accordance with the related Intercreditor Agreement; and


(iv)            
to clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


All distributions from the
Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related Companion Holder by wire
transfer in immediately available funds on the Serviced Whole Loan Remittance Date to the account of such Companion Holder or an agent
therefor appearing on the Companion Register on the related Record Date (or, if no such account so appears or information relating thereto
is not provided at least five Business Days prior to the related Record Date, by check sent by first class mail to the address of such
Companion Holder or its agent appearing on the Companion Register). Any such account shall be located at a commercial bank in the United
States.


On the final P&I Advance
Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate Administrator who shall distribute
to the




    	 	-321-	 



     


    

Mortgage Loan Sellers, any Loss of Value Payments
relating to the Mortgage Loans that it is servicing and that were transferred from the Loss of Value Reserve Fund to the Collection Account
on the immediately preceding P&I Advance Date in accordance with Section 3.05(g)(v).


Section 4.02       
Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney. (a)  On
each Distribution Date, the Certificate Administrator shall make available pursuant to Section 3.13(b) on the Certificate
Administrator’s Website to any Privileged Person a statement (substantially in the form set forth as Exhibit G hereto
and based in part upon information supplied to the Certificate Administrator in the related CREFC® Investor Reporting Package
in accordance with CREFC® guidelines) as to the distributions made on such Distribution Date (each, a “Distribution
Date Statement”) which shall include:


(i)                   
the amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the Certificate
Balance thereof;


(ii)                     
the aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including the
previous Distribution Date to and including such Distribution Date and details of P&I Advances as of the P&I Advance Date;


(iii)                  
the aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the
Master Servicer and the Special Servicer, compensation paid to the Operating Advisor and the Asset Representations Reviewer and CREFC®
Intellectual Property Royalty License Fees paid to CREFC®, in each case, with respect to the Collection Period for such
Determination Date together with detailed calculations of servicing compensation paid to the Master Servicer and the Special Servicer;


(iv)                                the aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans, outstanding
immediately before and immediately after such Distribution Date;


(v)                   
the aggregate amount of unscheduled payments received;


(vi)                
the number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage
Rate of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period for such Distribution
Date;


(vii)                 
the number and aggregate principal balance of the Mortgage Loans (A) delinquent 30 days to 59 days, (B) delinquent 60
days to 89 days, (C) delinquent 90 days to 120 days, (D) current but specially serviced or in foreclosure but not an REO Property
and (E) for which the related Mortgagor is subject to oversight by a bankruptcy court;




    	 	-322-	 



     


    

(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 Non-VRR Available Funds and the VRR Available Funds for such Distribution Date;


(x)                    
the Interest Accrual Amount in respect of such Class of Certificates for such Distribution Date, separately identifying any Interest
Accrual Amount for such Distribution Date allocated to such Class of Certificates;


(xi)                
the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable to (A) Prepayment
Premiums and Yield Maintenance Charges and (B) in the case of the Class S Certificates, Excess Interest;


(xii)                  
the Pass-Through Rate for such Class of Certificates and the VRR Interest Rate for the Class VRR Certificates for such Distribution
Date and the next succeeding Distribution Date;


(xiii)              
the Aggregate Principal Distribution Amount, the Non-VRR Principal Distribution Amount, the VRR Principal Distribution Amount,
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 and Class S Certificates) immediately following such
Distribution Date;


(xvi)              
the amount of any Cumulative Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount
allocable to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan
basis and the total Cumulative Appraisal Reduction Amount effected in connection with such Distribution Date;


(xvii)              
the current Controlling Class;


(xviii)          
the number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


(xix)               
a loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination
Date (or in the case of the first




    	 	-323-	 



     


    

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),
4.01(c) and 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 Loss;


(xxiv)       
     the aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination
Date, with respect to the pool of Mortgage Loans;


(xxv)             
with respect to any Mortgage Loan 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 or the Class VRR Certificates in connection with such Liquidation
Event;


(xxvi)        
     with respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein)
included in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all payments or recoveries
with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A) the loan number
of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with that
determination (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the amount
of any Realized Loss allocated to the Principal Balance Certificates or the Class VRR 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;




    	 	-324-	 



     


    

(xxx)                
 the aggregate amount of Prepayment Premiums and Yield Maintenance Charges on the Mortgage Loans (each separately identified)
collected since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


(xxxi)              
a loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


(xxxii)           
a loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan
by the applicable Mortgage Loan Seller;


(xxxiii)            
an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates with respect
to the related Distribution Date, which information will be provided to the Certificate Administrator by the Master Servicer;


(xxxiv)           
the amount of any Excess Interest actually received; and


(xxxv)           
a statement of the identity of the Directing Certificateholder and to the extent that the Directing Certificateholder and any
affiliates thereof primarily operate under an identity other than that of the Directing Certificateholder and the affiliation of such
identity with the Directing Certificateholder is not reasonably evident from the Directing Certificateholder’s name, the identity
pursuant to which the Directing Certificateholder and any affiliates thereof primarily operate.


In the case of information
furnished pursuant to clauses (i), (ix), (x), (xi), (xiv) and (xxiii) above, the amounts shall be expressed as a dollar amount
in the aggregate for all Certificates of each applicable Class and per Definitive Certificate.


With respect to the information
identified in clause (xxxv), the Certificate Administrator shall be entitled to rely on the statement set forth in Exhibit P-1G.


The Certificate Administrator
has not obtained and shall not be deemed to have obtained actual knowledge of any information only by virtue of its receipt and posting
of such information to the Certificate Administrator’s Website or its filing of such information pursuant to this Agreement, including,
but not limited to, filing via EDGAR.


Within a reasonable period
of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during the calendar
year was a Holder of a Certificate, a statement containing the information set forth in clauses (i) and (x) above as
to the applicable Class, aggregated for such calendar year or applicable portion thereof during which person was a Certificateholder,
together with such other information as the Certificate Administrator deems necessary or desirable, or that a Certificateholder or Certificate
Owner reasonably requests, to enable Certificateholders to prepare their tax returns for such calendar year. Such obligation of the Certificate
Administrator shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the
Certificate Administrator pursuant to any requirements of the Code as from time to time are in force.




    	 	-325-	 



     


    

Upon receipt of an Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b), the Certificate
Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in accordance with Section 11.04
for such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the Certificate
Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report Summary from the Asset Representations
Reviewer.


(b)              
[Reserved].


(c)              
Each of the Master Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media, bulletin
board service or, if applicable, Internet website (in addition to making information available as provided herein) any reports or other
information the Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement,
the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided the Certificate Administrator, the
Master Servicer or the Special Servicer, as applicable, with an Investor Certification or has executed a “click-through”
confidentiality agreement in accordance with Section 3.13 hereof (which may be a licensed or registered investment advisor)
to the extent such action does not conflict with the terms of this Agreement (including without limitation, any requirements to keep Privileged
Information confidential), the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph, the availability of such
information or reports on the Internet or similar electronic media shall not be deemed to satisfy any specific delivery requirements in
this Agreement except as set forth herein. In connection with providing access to the Master Servicer’s Internet website, the Master
Servicer shall take reasonable measures to ensure that only such parties listed above may access such information including, without limitation,
requiring registration, a confidentiality agreement and acceptance of a disclaimer. The Master Servicer or the Special Servicer, as applicable,
shall not be liable for dissemination of this information in accordance with this Agreement, and neither the Master Servicer nor the Special
Servicer shall be responsible for any information delivered, produced, or made available pursuant to Sections  3.13 and 4.02(b),
other than information produced by the Master Servicer or Special Servicer, as applicable; provided that such information otherwise
meets the requirements set forth herein with respect to the form and substance of such information or reports. The Master Servicer shall
be entitled to attach to any report provided pursuant to this subsection, any reasonable disclaimer with respect to information provided,
or any assumptions required to be made by such report.


The Special Servicer shall
from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the Master Servicer with such information
in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary for the Master Servicer to prepare each
report and any supplemental information to be provided by the Master Servicer to the Certificate Administrator. None of the Certificate
Administrator, the Trustee or the Depositor shall have any obligation to recompute, verify or recalculate the information provided thereto
by the Master Servicer. Unless the Certificate Administrator has actual knowledge that any report or file received from the Master Servicer
contains erroneous information, the Certificate Administrator is authorized to rely thereon in calculating and making distributions to
Certificateholders in accordance with Section 4.01, preparing the Distribution Date Statement required by Section 4.02(a)
and allocating Non-VRR




    	 	-326-	 



     


    

Realized Losses to the Non-VRR Certificates
in accordance with Section 4.04 and VRR Realized Losses to the Class VRR Certificates in accordance with Section 4.04.


Notwithstanding the foregoing,
the failure of the Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed pursuant to this
Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c) or of Section 4.02(d)
to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer
or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting
disclosure of information with respect to the Mortgage Loans or the Mortgaged Properties. The Master Servicer or the Special Servicer
may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability
on the part of any other party hereto).


(d)              
Upon the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate
that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such and, in
any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably practicable,
at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party such information that
is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate Administrator as is requested
by such Person, for purposes of satisfying applicable reporting requirements under Rule 144A under the Securities Act. Neither the
Certificate Registrar, nor the Certificate Administrator shall have any responsibility for the sufficiency under Rule 144A or any
other securities laws of any available information so furnished to any Person including any prospective purchaser of a Certificate or
any interest therein, nor for the content or accuracy of any information so furnished which was prepared or delivered to them by another.


(e)              
The information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except as specifically
provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


(f)               
Upon the reasonable request of any Excluded Controlling Class Holder identified to the Master Servicer (in the case of a Non-Specially
Serviced Loan) or the Special Servicer (in the case of a Specially Serviced Loan) to the Master Servicer’s or Special Servicer’s
reasonable satisfaction (at the expense of such Excluded Controlling Class Holder) and if such information is in the Master Servicer’s
or Special Servicer’s possession, the Master Servicer or Special Servicer, as applicable, shall provide or make available (or forward
electronically) to such Excluded Controlling Class Holder (at the expense of such Excluded Controlling Class Holder) any Excluded Information
(available to Privileged Persons through the Certificate Administrator’s Website but not accessible to such Excluded Controlling
Class Holder through the Certificate Administrator’s Website on account of it constituting Excluded Information) relating to any
Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party; provided
that, in connection therewith, the Master Servicer or Special Servicer may require a written confirmation executed by the




    	 	-327-	 



     


    

requesting Person substantially in such form
as may be reasonably acceptable to the Master Servicer or Special Servicer, generally to the effect that such Person is the Directing
Certificateholder or a Controlling Class Certificateholder, will keep such Excluded Information confidential and is not a Borrower Party,
upon which the Master Servicer or Special Servicer may conclusively rely. In addition, the Master Servicer and the Special Servicer shall
be entitled to conclusively rely on delivery from the 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).


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, with respect to the Mortgage Loans 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 P&I Advances with respect to the Mortgage Loans or (iii) make P&I Advances
in the form of any combination of (i) and (ii) aggregating the total amount of P&I Advances to be made. Any amounts
held in the Collection Account for future distribution and so used to make P&I Advances with respect to the Mortgage Loans shall be
appropriately reflected in the Master Servicer’s records and replaced by the Master Servicer by deposit in the Collection 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 P&I Advances were made). The Master Servicer shall notify the Certificate
Administrator of (i) the aggregate amount of P&I Advances to be made by the Master Servicer with respect to the Mortgage
Loans for a Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances with respect to the Mortgage Loans
for such Distribution Date, on or before two (2) Business Days prior to such Distribution Date. If the Master Servicer fails to make a
required P&I Advance by 4:00 p.m., New York City time, on any P&I Advance Date, the Trustee shall make such P&I Advance pursuant
to Section 7.05 by noon, New York City time, on the related Distribution Date, unless the Master Servicer shall have cured such
failure (and provided written notice of such cure to the Trustee and the Certificate Administrator) by 11:00 a.m., New York City
time, on such Distribution Date. In the event that the Master Servicer fails to make a required P&I Advance hereunder, the Certificate
Administrator shall notify the Trustee of such circumstances by 4:30 p.m., New York City time, on the related P&I Advance Date.
Notwithstanding the foregoing, the portion of any P&I Advance equal to the CREFC® Intellectual Property Royalty License
Fee for the related Mortgage Loans shall not be remitted to the Certificate Administrator for deposit into the Lower-Tier REMIC Distribution
Account but shall be deposited into the Collection Account for payment to CREFC® on such Distribution Date.


To the extent required under
the related Intercreditor Agreement, if a P&I Advance is made with respect to any Mortgage Loan with a related Serviced Companion
Loan, the Master Servicer or Trustee, as applicable, shall notify the Other Servicer and the Other




    	 	-328-	 



     


    

Trustee of the amount of the P&I Advance
it made with respect to such Mortgage Loan within two (2) Business Days of making such P&I Advance.


(b)              
Subject to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by the
Master Servicer with respect to any Distribution Date and each Mortgage Loan, 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 the Mortgage Loans (including any Non-Serviced Mortgage Loan) and any REO Loan
(other than any portion of an REO Loan related to a Companion Loan) during the related Collection Period and delinquent as of the close
of business on the Business Day preceding the related P&I Advance Date (or not advanced by any Sub-Servicer on behalf of the Master
Servicer) and (ii) with respect to each Mortgage Loan that is 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, if the Master Servicer, Special
Servicer or Trustee has determined that a P&I Advance or Servicing Advance with respect to such Mortgage Loan, would be or has become
a Nonrecoverable Advance, the Master Servicer shall provide each Other Servicer and Other Trustee written notice of such determination
within two (2) Business Days of the date of such determination. With respect to each Non-Serviced Mortgage Loan, the Master Servicer
will be required to make its determination (based on information provided by the applicable Non-Serviced Master Servicer and Non-Serviced
Special Servicer) that it has made a P&I Advance on such Non-Serviced Mortgage Loan that is a Nonrecoverable Advance or that any
proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Non-Serviced Mortgage Loan independently
of any determination made by the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer or the
Non-Serviced Trustee, as the case may be, under the applicable Non-Serviced PSA in respect of the related Non-Serviced Companion Loan
(and if the Special Servicer or the Trustee elects to make and makes such a determination, then it shall make such determination independently
of any such determination by such other Person). If the Master Servicer, the Special Servicer or the Trustee determines that a proposed
P&I Advance with respect to a Non-Serviced Mortgage Loan, if made, or any outstanding P&I Advance with respect to a Non-Serviced
Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer shall provide the applicable
Non-Serviced Master Servicer and Non-Serviced Special Servicer written notice of such determination within the time period required
by the related Intercreditor Agreement. If the Master Servicer receives written notice from the related Non-Serviced Master Servicer
or the related Non-Serviced Special




    	 	-329-	 



     


    

Servicer, as the case may be, that either has
determined in accordance with the applicable Non-Serviced PSA with respect to a Non-Serviced Companion Loan, that any proposed advance
under the applicable Non-Serviced PSA that is similar to a P&I Advance would be, or any outstanding advance under such Non-Serviced
PSA that is similar to a P&I Advance is, a nonrecoverable advance, then the Master Servicer or the Trustee may, based upon such determination,
determine that any P&I Advance previously made or proposed to be made with respect to the related Non-Serviced Mortgage Loan,
will be a Nonrecoverable P&I Advance. Thereafter, in either case, the Master Servicer and the Trustee shall not be required to make
any additional P&I Advances with respect to the related Non-Serviced Mortgage Loan unless and until the Master Servicer or the
Trustee, as the case may be, determines that any such additional P&I Advances with respect to the related Non-Serviced Mortgage
Loan would not be a Nonrecoverable P&I Advance, which determination may be as a result of consultation with the related Non-Serviced
Master Servicer or the related Non-Serviced Special Servicer, as the case may be, or otherwise. For the avoidance of doubt, the Master
Servicer, the Special Servicer or the Trustee, as the case may be, shall have the sole discretion provided in this Agreement to determine
that any future P&I Advance or outstanding P&I Advance would be, or is, as applicable, a Nonrecoverable Advance.


(d)              
In connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a),
the Master Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any amounts
then on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder (unless related
thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest at the Reimbursement
Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but not including the date of reimbursement;
provided, however, that no interest will accrue on any P&I Advance (i) unless the related Periodic Payment is received
after the related Due Date has passed and any applicable Grace Period has expired or (ii) if the related Periodic Payment is received
after the Determination Date but on or prior to the related P&I Advance Date. The Master Servicer shall reimburse itself and/or the
Trustee, as the case may be, for any outstanding P&I Advance, subject to Section 3.17 of this Agreement, as soon as practicably
possible after funds available for such purpose are deposited in the Collection Account. For the avoidance of doubt, the Master Servicer
shall make P&I Advances on the basis of the original terms of any Mortgage Loan, including Mortgage Loans subject to forbearance agreements
or other temporary deferrals or payment accommodations, unless (a) the terms of the Mortgage Loan have been permanently modified to change
or forgive a monetary obligation or (b) such advance has been determined to be non-recoverable.


(e)              
Notwithstanding the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Yield Maintenance
Charges, Default Interest, late payment charges, Prepayment Premiums, Balloon Payments, Excess Interest or any P&I Advance with respect
to any Companion Loan or with respect to any cure payment payable by any AB Whole Loan Controlling Holder and (ii) if an Appraisal
Reduction Amount has been determined with respect to any Mortgage Loan (or, in the case of a Non-Serviced Whole Loan, an Appraisal Reduction
Amount has been determined in accordance with the related Non-Serviced PSA and the Master Servicer has notice of such Appraisal Reduction
Amount) then in the event of subsequent delinquencies thereon, the interest portion of the P&I Advance in respect of such




    	 	-330-	 



     


    

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 clause (ii), and (y) a fraction, expressed as a percentage, the numerator of which is equal
to the Stated Principal Balance of such Mortgage Loan 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.


(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 Non-VRR Realized Loss and the VRR
Realized Loss for such Distribution Date. Any allocation of Non-VRR 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 Non-VRR 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 Non-VRR Realized Losses or VRR 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 or the Class VRR 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 Aggregate Principal Distribution Amount are subsequently recovered
on the related Mortgage Loan or REO Property, then (on the Distribution Date related to the Collection Period during which the recovery
occurred): (i) the VRR Percentage of the amount of such recovery shall be added to the Certificate Balance of the Class VRR Certificates,
up to the lesser of (A) the VRR Percentage of the amount of such recovery and (B) the amount of unreimbursed VRR Realized Loss previously
allocated to the Class VRR Certificates; (ii) the Non-VRR Percentage of 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 Non-VRR 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 the Non-VRR Percentage of the amount of such recovery and (B) the amount
of the unreimbursed Realized Losses previously allocated to the subject class of certificates; and (iii) the Interest Shortfall with respect
to each affected class of Non-VRR Certificates for the next Distribution Date shall be increased by the amount of interest that would
have accrued through the then current Distribution




    	 	-331-	 



     


    

Date if the restored write-down for the reimbursed
class of Principal Balance Certificates had never been written down (and correspondingly the VRR Interest Distribution Amount shall increase
as a result of such increase). If the Certificate Balance of any Class of Principal Balance Certificates or the Class VRR Certificates
is so increased, the amount of unreimbursed Non-VRR Realized Losses or VRR Realized Losses, as applicable, 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 Non-VRR 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 Certificates, second, to the Class H Certificates, third,
to the Class G Certificates, fourth, to the Class F Certificates, fifth, to the Class E Certificates, sixth,
to the Class D Certificates, seventh, to the Class C Certificates, seventh, to the Class B Certificates, eighth,
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 Non-VRR Realized Losses allocated to a Class of Principal Balance Certificates pursuant
to Section 4.04(a) or Section 4.04(b), respectively, with respect to such Distribution Date shall reduce the Lower-Tier
Principal Amount of the Related Lower-Tier Regular Interest with respect thereto as a write-off.


On each Distribution Date, any VRR Realized Loss
for such Distribution Date shall be allocated to the VRR Upper-Tier Regular Interests, pro rata based on their respective Certificate
Balances; and, in connection therewith, the Certificate Balance of the respective VRR Upper-Tier Regular Interests shall be reduced without
distribution, as a write-off, to the extent of such VRR Realized Loss.


(d)              
[Reserved].


Section 4.05       
Appraisal Reduction Amounts; Collateral Deficiency Amounts. (a)  For purposes of (x) determining the Controlling
Class (and whether a Control Termination Event 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 VRR Percentage of Cumulative Appraisal Reduction
Amounts (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) shall be allocated to the Class
VRR Certificates to notionally reduce (to not less than zero) the Certificate Balance thereof, and the Non-VRR Percentage of any Cumulative
Appraisal Reduction Amounts 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 Certificates, second, to the Class H Certificates, third, to the Class G Certificates, fourth, to the
Class F Certificates, fifth, to the Class E Certificates, sixth, to the Class D Certificates, seventh,
to the Class C Certificates, eighth, to the Class B Certificates, ninth, to the Class A-S Certificates, and finally,
pro rata based on their respective interest entitlements, to the Senior Certificates (other than the Class X-A, Class X-B, Class
X-D, Class X-F, Class X-G, Class X-H and Class X-J Certificates)).




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Appraisal Reduction Amounts
and Cumulative Appraisal Reduction Amounts allocated to a related Mortgage Loan shall be allocated between the Class VRR Certificates,
on the one hand, and the Non-VRR Certificates, on the other hand, based on the VRR Percentage and the Non-VRR Percentage, respectively.


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 Master Servicer thereof. The Master
Servicer shall deliver to (via electronic delivery) or provide access to the Special Servicer with any information in its possession as
requested by the Special Servicer that is reasonably required to determine, redetermine, calculate or recalculate any Collateral Deficiency
Amount for any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any Serviced Companion Loan using reasonable efforts to deliver
such information within five (5) Business Days of the Special Servicer’s reasonable request. None of the Master Servicer, the Trustee,
the Operating Advisor or the Certificate Administrator shall calculate or verify any Collateral Deficiency Amount. Upon reasonable prior
written request, the Master Servicer shall use reasonable efforts to assist the Special Servicer in obtaining information reasonably required
to calculate or recalculate any Collateral Deficiency Amount with respect to a Non-Serviced Mortgage Loan in the event that the Special
Servicer is unsuccessful in obtaining such information from the related Non-Serviced Master Servicer, Non-Serviced Special Servicer or
Non-Serviced Trustee.


For purposes of determining
the Controlling Class and whether a Control Termination Event has occurred and is continuing, Collateral Deficiency Amounts allocated
to an AB Modified Loan will be allocated to each Class of Control Eligible Certificates in reverse sequential order to notionally reduce
the related Certificate Balances until the Certificate Balance of each such Class of Control Eligible Certificates is reduced to zero.
For the avoidance of doubt, for purposes of determining the Controlling Class or the occurrence of a Control Termination Event, any Class
of Control Eligible Certificates shall be allocated both applicable Appraisal Reduction Amounts and applicable Collateral Deficiency Amounts
(the sum of which




    	 	-333-	 



     


    

shall constitute the applicable Cumulative
Appraisal Reduction Amount), in accordance with this Section 4.05(a).


The Special Servicer shall
promptly notify the Master Servicer and the Master Servicer shall notify the Certificate Administrator of the amount of any Appraisal
Reduction Amount (which notification shall be made by delivery of the CREFC® Loan Periodic Update File in accordance with Section
3.12(d)), any Collateral Deficiency Amount and any resulting Cumulative Appraisal Reduction Amount with respect to each Mortgage Loan,
AB Modified Loan or Serviced Whole Loan, if any (which notification shall be satisfied through delivery of such information included in
the CREFC® Loan Periodic Update File and the CREFC® Appraisal Reduction Amount Template included in the CREFC® Investor Reporting
Package, or such report mutually agreed upon between Master Servicer and Certificate Administrator, which shall be delivered simultaneously
with the CREFC® Loan Periodic Update File in accordance with Section 3.12(d)). Based on information in its possession, the
Certificate Administrator shall determine from time to time which Class of Certificates is the Controlling Class. The Certificate Administrator
shall provide notice of the identity of the Controlling Class as set forth in Section 3.23(m). 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 removing the Special Servicer or (ii) the Controlling Class, the appraised value of the related Mortgaged Property will
be determined on an “as-is” basis.


(b)              
(i)  The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at
any time of determination to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”) as a
result of an Appraisal Reduction Amount or Collateral Deficiency Amount in respect of such Class shall have the right, at their sole expense,
to require the Special Servicer to order 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”).
The Special Servicer shall use its reasonable efforts to cause such second Appraisal to be (A) delivered within thirty (30) days from
receipt of the Requesting Holders’ written request and (B) prepared on an “as-is” basis by an MAI appraiser (provided
that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting
the Special Servicer to obtain an additional Appraisal).


(ii)              
Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance
with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction
Amount or Collateral Deficiency Amount is warranted, and if so warranted shall recalculate the Appraisal Reduction Amount or Collateral
Deficiency Amount, as applicable, based on such supplemental appraisal. If required by such recalculation, the Appraised-Out Class
shall be reinstated as the Controlling Class 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




    	 	-334-	 



     


    

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 and receipt of any information requested by the Special Servicer pursuant to this section, the “Appraisal Review Period”).
The rights of the Controlling Class during each Appraisal Review Period shall be exercised by the next most senior 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 Serviced Companion Loan or Serviced Whole Loan)), the Special
Servicer shall (1) within thirty (30) days of each anniversary of the related Appraisal Reduction Event, and (2) upon its determination
that the value of the related Mortgaged Property has materially changed, notify the Master Servicer of the occurrence of such anniversary
or determination and order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer
as a Servicing Advance or to the extent it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation,
as applicable and, promptly following receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained
in accordance with Section 4.05(b) above), shall deliver a copy thereof to the Master Servicer, the Certificate Administrator,
the Trustee, the Operating Advisor and ((i) prior to the occurrence of any Consultation Termination Event and (ii) other than
with respect to any Excluded Loan) the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal
obtained in accordance with Section 4.05(b) above) and receipt of information reasonably requested by the Special Servicer
from the Master Servicer that is in the possession of the Master Servicer and necessary to calculate the Appraisal Reduction Amount or
Collateral Deficiency Amount, the Special Servicer shall determine or redetermine and calculate or recalculate, as applicable, and report
to the Master Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and ((i) prior to the occurrence of any
Consultation Termination Event and (ii) other than with respect to any Excluded Loan as to the Directing Certificateholder) the Directing
Certificateholder, the amount and calculation or recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount with
respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC®
Appraisal Reduction Amount Template format; provided, however, that the Special Servicer shall not be liable for failure
to comply with such duties insofar as such failure results from a failure of the Master Servicer to provide sufficient information to
the Special Servicer to comply with such duties or failure by the Master Servicer to otherwise comply with its obligations hereunder.
Following the Master Servicer’s receipt from the Special Servicer of the calculation of the Appraisal Reduction Amounts, the Master
Servicer shall provide such information to the Certificate Administrator in the form of the CREFC® Loan Periodic Update
File and the CREFC® Appraisal Reduction Amount Template provided to it by the Special Servicer or such other report or
reports mutually agreed upon between the Master Servicer and the Certificate Administrator. Such report shall also be forwarded by the
Special Servicer, to the




    	 	-335-	 



     


    

extent the related Serviced Companion Loan
has been included in an Other Securitization, to the Other Servicer of such Other Securitization into which the related Serviced Companion
Loan has been sold, or to the holder of any related Serviced Companion Loan by the Special Servicer. If the Special Servicer is required
to redetermine the Appraisal Reduction Amount or Collateral Deficiency Amount, such redetermined Appraisal Reduction Amount or Collateral
Deficiency Amount shall replace the prior Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, with respect to such
Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the occurrence of a Consultation Termination Event and other
than with respect to any Excluded Loan as to the Directing Certificateholder, the Special Servicer shall consult with the Directing Certificateholder
with respect to any Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction Amount or Collateral Deficiency
Amount. Notwithstanding the foregoing but subject to Section 4.05(b), the Special Servicer will not be required to obtain
an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage Loan or related Companion Loan or Serviced Whole
Loan that is the subject of an Appraisal Reduction Event to the extent the Special Servicer has obtained an Appraisal or conducted such
a valuation (in accordance with requirements of this Agreement), as applicable, with respect to the related Mortgaged Property within
the twelve-month period immediately prior to the occurrence of the Appraisal Reduction Event. Instead, the Special Servicer may use
the prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction Amount or Collateral Deficiency Amount with respect
to such Mortgage Loan or related Companion Loan or Serviced Whole Loan; provided that the Special Servicer is not aware of any
material change to the related Mortgaged Property having occurred and affecting the validity of such Appraisal or valuation.


The Master Servicer, upon
reasonable prior written request, shall deliver or provide access to the Special Servicer with information in its possession that is reasonably
required to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount, using reasonable efforts to deliver such
information, within five (5) Business Days following the Special Servicer’s reasonable request therefor.


(d)              
Any Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan, previously
subject to an Appraisal Reduction Amount, which has become a Corrected Loan (for such purposes taking into account any amendment or modification
of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable), and with respect to which no other
Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction Amount. Any Appraisal Reduction
Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant
to the terms of the applicable Non-Serviced PSA.


(e)              
Each Serviced Whole Loan will be treated as a single mortgage loan for purposes of calculating an Appraisal Reduction Amount with
respect to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect of
a Serviced AB Whole Loan in respect of an AB Modified Loan will be allocated in accordance with the related Intercreditor Agreement or,
if no allocation is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (until
its principal balance is notionally reduced to zero by such Appraisal Reduction




    	 	-336-	 



     


    

Amounts) and second, pro rata, between
the related AB Mortgage Loan and the related Serviced Pari Passu Companion Loan (if any), based upon their respective Stated Principal
Balances. Any Appraisal Reduction Amount in respect of any Serviced Pari Passu Whole Loan will be allocated in accordance with the related
Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, pro rata, between the related
Serviced Pari Passu Mortgage Loan and the related Serviced Pari Passu Companion Loan, based upon their respective outstanding principal
balances.


Section 4.06       
Grantor Trust Reporting.


(a)              
The parties intend that the portion of the Trust Fund constituting the Grantor Trust, shall constitute, and that the affairs of
the Grantor Trust shall be conducted so as to qualify such portion as, a trust the beneficiaries of which are treated as the owners under
subpart E, part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance
of such intention, neither the Trustee nor the Certificate Administrator shall have the power to vary the investment of the Holders of
the Class VRR and Class S Certificates in the Grantor Trust so as to improve their rate of return. The Certificate Administrator
shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return to
the Certificate Administrator) and timely file all Tax Returns in respect of the Grantor Trust. In addition, the Certificate Administrator
shall (A) file, or cause to be filed, Internal Revenue Service Form 1041 on Form 1099) or such other form as may be applicable
with the Internal Revenue Service with copies of the statements in the following clause and (B) furnish, or cause to be furnished,
to the Holders of the Class VRR and Class S Certificates, their allocable share of income and expense with respect to the Excess
Interest and the Excess Interest Distribution Account, in the time or times and in the manner required by the Code.


(b)              
Unless the Certificate Administrator is notified in writing by the Depositor, the Grantor Trust shall not be treated as a WHFIT.
If the Certificate Administrator is instructed to treat the Grantor Trust as a WHFIT, then the Certificate Administrator shall report
as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Certificate Administrator
to do so is provided to the Certificate Administrator on a timely basis. The Certificate Administrator shall be entitled to indemnification
in accordance with the terms of this Agreement in the event that the Internal Revenue Service makes a determination that the first sentence
of this paragraph is incorrect.


(c)              
The Certificate Administrator shall report required WHFIT information using the accrual method, except to the extent the WHFIT
Regulations specifically require a different method. The Certificate Administrator shall be under no obligation to determine whether any
Certificateholder uses the cash or accrual method. The Certificate Administrator shall make available (via its website) WHFIT information
to Certificateholders annually. In addition, the Certificate Administrator shall not be responsible or liable for providing subsequently
amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder.


(d)              
The Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for
any penalties thereunder if such failure




    	 	-337-	 



     


    

is due to: (i) the lack of reasonably
necessary information being provided to the Certificate Administrator or (ii) incomplete, inaccurate or untimely information being
provided to the Certificate Administrator. Each Holder of a Class VRR or Class S Certificate, by acceptance of its interest in such
class of Certificates, will be deemed to have agreed to provide the Certificate Administrator with information regarding any sale of such
securities, including the price, amount of proceeds and date of sale. Absent receipt of information regarding any sale of a Class VRR
or Class S Certificate, including the price, amount of proceeds and date of sale from the beneficial owner thereof or the Depositor, the
Certificate Administrator shall assume there is no secondary market trading of WHFIT interests.


(e)              
To the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on an appropriate
website the CUSIP for the Class VRR and Class S Certificates. The CUSIP so published will represent the Rule 144A CUSIP. The
Certificate Administrator shall make reasonable good faith efforts to keep the website accurate and updated to the extent such CUSIP has
been received. Absent the receipt of such CUSIP, the Certificate Administrator shall use a reasonable identifier number in lieu of a CUSIP.
The Certificate Administrator shall not be liable for investor reporting delays that result from the receipt of inaccurate or untimely
CUSIP information.


Section 4.07       
Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a)  The
Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor Q&A
Forum” shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders and
beneficial owners of Certificates that are Privileged Persons may submit questions to (A) the Certificate Administrator relating
to the Distribution Date Statement, (B) the Master Servicer or the Special Servicer, as applicable, relating to the reports prepared
by that party being made available pursuant to Section 3.13(b), the Mortgage Loans (excluding each Non-Serviced Mortgage Loan)
or the related Mortgaged Properties or (C) the Operating Advisor relating to the Operating Advisor Annual Report or other reports
prepared by the Operating Advisor or actions by the Special Servicer referenced in any Operating Advisor Annual Report (each an “Inquiry”
and collectively, “Inquiries”), and (ii) Privileged Persons may view Inquiries that have been previously submitted
and answered, together with the answers thereto. Upon receipt of an Inquiry for the Master Servicer, the Special Servicer, Certificate
Administrator or the Operating Advisor, as applicable, and in the case of any Inquiry relating to a Non-Serviced Mortgage Loan, to the
related Non-Serviced Master Servicer or related Non-Serviced Special Servicer, as applicable, the Certificate Administrator shall forward
the Inquiry to the appropriate Person (in the case of the Master Servicer to the following: [AskMidland@Midlandls.com]), in each
case within a commercially reasonable period of time following receipt thereof. Following receipt of an Inquiry, the Master Servicer,
the Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable, unless such party determines not to answer
such Inquiry as provided below, shall reply to the Inquiry, which reply of the Master Servicer, Special Servicer or the Operating Advisor,
as applicable, shall be delivered to the Certificate Administrator by electronic mail. In the case of an Inquiry relating to a Non-Serviced
Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain an answer from the related Non-Serviced Master Servicer
or the related Non-Serviced Special Servicer, as applicable; provided that the Certificate Administrator shall not be responsible
for the content of such answer or any delay or failure to obtain such answer. The Certificate Administrator shall post




    	 	-338-	 



     


    

(within a commercially reasonable period of
time following preparation or receipt of such answer, as the case may be) such Inquiry and the related answer to the Certificate Administrator’s
Website. If the Certificate Administrator, the Master Servicer, the Special Servicer or the Operating Advisor determines, in its respective
sole discretion, that (i) any Inquiry is beyond the scope of the topics described above, (ii) answering any Inquiry would not
be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable
law, the applicable Mortgage Loan documents or this Agreement, (iv) answering any Inquiry would materially increase the duties of,
or result in significant additional cost or expense to, the Master Servicer, the Special Servicer, the Certificate Administrator or the
Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information (subject to the
Privileged Information Exception), (vi) answering any Inquiry would or is reasonably expected to result in a waiver of an attorney-client
privilege or disclosure of attorney work product or (vii) answering any Inquiry is otherwise, for any reason, not advisable, it shall
not be required to answer such Inquiry and, in the case of the Master Servicer, the Special Servicer or the Operating Advisor, shall promptly
notify the Certificate Administrator of such determination. In addition, no party shall post or otherwise disclose any direct communications
with the Directing Certificateholder or the Risk Retention Consultation Party (in its capacity as Risk Retention Consultation Party) as
part of its response to any Inquiries. The Certificate Administrator shall notify the Person who submitted such Inquiry in the event that
the Inquiry will not be answered. Any notice by the Certificate Administrator to the Person who submitted an Inquiry that will not be
answered shall include the following statement: “Because the Pooling and Servicing Agreement provides that the Master Servicer,
the Special Servicer, the Certificate Administrator and the Operating Advisor shall not answer an Inquiry if it determines, in its respective
sole discretion, that (i) any Inquiry is beyond the scope of the topics described in the Pooling and Servicing Agreement, (ii) answering
any Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in
violation of applicable law or the applicable Mortgage Loan documents, (iv) answering any Inquiry would materially increase the duties
of, or result in significant additional costs or expenses to the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator
or Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information, or (vi) answering
any Inquiry is otherwise, for any reason, not advisable, no inference should or may be drawn from the fact that the Master Servicer, the
Special Servicer, the Certificate Administrator or the Operating Advisor has declined to answer the Inquiry.” Answers posted on
the Investor Q&A Forum will be attributable only to the respondent, and shall not be deemed to be answers from any of the Depositor,
the Underwriters or any of their respective Affiliates. None of the Underwriters, Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee or the Operating Advisor or any of their respective Affiliates will certify to any of the information
posted in the Investor Q&A Forum and no such party shall have any responsibility or liability for the content of any such information.
The Certificate Administrator shall not be required to post to the Certificate Administrator’s Website any Inquiry or answer thereto
that the Certificate Administrator determines, in its sole discretion, is administrative or ministerial in nature. The Investor Q&A
Forum will not reflect questions, answers and other communications that are not submitted via the Certificate Administrator’s Website.
Notwithstanding the foregoing, the Operating Advisor shall not be required to respond to any Inquiries from Certificateholders for which
its response would require the Operating Advisor to provide information to such inquiring




    	 	-339-	 



     


    

Certificateholders that they are otherwise
not entitled to receive under the terms of this Agreement.


(b)              
The Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person,
the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter obtain information with
respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor Registry
will be required to certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b) it grants authorization
to the Certificate Administrator to make its name and contact information available on the Investor Registry for at least forty-five
(45) days from the date of such certification to persons entitled to access to the Investor Registry. Such Person shall then be asked
to enter certain mandatory fields such as the individual’s name, the company name and email address, as well as certain optional
fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder or Certificate Owner notifies the Certificate
Administrator that it wishes to be removed from the Investor Registry (which notice may not be within forty-five (45) days of its
registration), the Certificate Administrator shall promptly remove it from the Investor Registry. The Certificate Administrator will not
be responsible for verifying or validating any information submitted on the Investor Registry, or for monitoring or otherwise maintaining
the accuracy of any information thereon. The Certificate Administrator may require acceptance of a waiver and disclaimer for access to
the Investor Registry.


(c)              
The 17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool.
The “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any Distribution Date
Statements, or submit questions to the Master Servicer or the Special Servicer, as applicable, relating to the reports prepared by such
parties (each such submission, a “Rating Agency Inquiry”), and (ii) view Rating Agency Inquiries that have been
previously submitted and answered, together with the responses thereto. In addition, NRSROs may use the forum to submit requests (each
such submission also, a “Rating Agency Inquiry”) to the Master Servicer for loan-level reports and other related
information. Upon receipt of a Rating Agency Inquiry for the Master Servicer or the Special Servicer, the 17g-5 Information Provider
shall forward the Rating Agency Inquiry to the appropriate person (in the case of the Master Servicer to the following: [AskMidland@Midlandls.com]),
in each case within a commercially reasonable period of time following receipt thereof. Following receipt of a Rating Agency Inquiry from
the 17g-5 Information Provider, the Master Servicer or the Special Servicer, as applicable, 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,




    	 	-340-	 



     


    

the Servicing Standard, this Agreement or any
Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client
privilege with, or the disclosure of attorney work product, or (iii) (A) answering any Rating Agency Inquiry would materially
increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Master Servicer or
the Special Servicer, as applicable, and (B) the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable,
determines in accordance with the Servicing Standard (or in good faith, in the case of the Certificate Administrator) that the performance
of such duties or the payment of such costs and expenses is beyond the scope of its duties in its capacity as Certificate Administrator,
Master Servicer or Special Servicer, as applicable, under this Agreement, it shall not be required to answer such Rating Agency Inquiry
and shall promptly notify the 17g-5 Information Provider by email of such determination. The 17g-5 Information Provider shall
promptly thereafter post the Rating Agency Inquiry with the reason it was not answered to the Rating Agency Q&A Forum and Document
Request Tool. The 17g-5 Information Provider will not be liable for the failure by any other such Person to so answer. Questions posted
on the Rating Agency Q&A Forum and Document Request Tool shall not be attributed to the submitting NRSRO. Answers posted on the Rating
Agency Q&A Forum and Document Request Tool will be attributable only to the respondent, and shall not be deemed to be answers from
any other person. None of the Underwriters, the Depositor, or any of their respective Affiliates will certify to any of the information
posted in the Rating Agency Q&A Forum and Document Request Tool and no such party shall have any responsibility or liability for the
content of any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5 Information Provider’s
Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole discretion, is administrative
or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool will not reflect questions, answers and other communications
that are not submitted via the 17g-5 Information Provider’s Website.


Section 4.08       
Secure Data Room. (a)The Certificate Administrator shall create a Secure Data Room and the Depositor shall, upon
the receipt of each Mortgage Loan Seller’s Diligence File Certification and within 120 days following the Closing Date, deliver
to the Certificate Administrator an electronic copy of the Diligence Files for the Mortgage Loans that have been uploaded by the Mortgage
Loan Sellers to the Designated Site. Upon receipt thereof, the Certificate Administrator shall promptly upload the contents of each Diligence
File actually received by it to the Secure Data Room. Access to the Secure Data Room shall be granted by the Certificate Administrator
to (i) the Asset Representations Reviewer and (ii) any other Person at the direction of the Depositor, in each case, upon the
occurrence of an Affirmative Asset Review Vote and receipt by the Certificate Administrator of a certification substantially in the form
of Exhibit RR hereto (which shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted electronically
via the Certificate 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




    	 	-341-	 



     


    

transaction or confirm that all documents and
information constituting any Diligence File have actually been delivered to the Certificate Administrator. In no case shall the Certificate
Administrator be deemed to have obtained actual or constructive knowledge of the contents of, or information contained in, any Diligence
File by virtue of posting such Diligence File to the Secure Data Room. In the event that any document or information is posted in error,
the Certificate Administrator may remove such document or information from the Secure Data Room. The Certificate Administrator shall not
have any obligation to produce physical or electronic copies of any document or information provided to it for posting to the Secure Data
Room. The Certificate Administrator shall not be responsible or held liable for any other Person’s use or dissemination of the documents
or information contained on the Secure Data Room; provided that such event or occurrence is not also a result of its own negligence,
bad faith or willful misconduct. The Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan
basis and any Person with access to the Secure Data Room shall covenant to access only the information necessary to perform its duties
and responsibilities under this Agreement.


(c)              
Upon the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator
shall transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor
or the Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part of the
costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the Certificate Administrator
pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased or otherwise
removed from the Trust, the Master Servicer or the Special Servicer, as applicable, may direct the Certificate Administrator in writing
to delete the Diligence File related to such Mortgage Loan from the Secure Data Room; provided that absent such direction, the
Certificate Administrator shall not be obligated to delete any Diligence File from the Secure Data Room. Following the termination of
the Trust pursuant to Section 9.01, the Certificate Administrator shall be permitted to delete all files from the Secure Data
Room. Upon deletion, in no event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted files.


[End of Article IV]


Article V



THE CERTIFICATES


Section 5.01       
The Certificates. (a)  The Certificates will be substantially in the respective forms annexed hereto as Exhibits A-1
through and including A-25, with such appropriate insertions, omissions, substitutions and other variations as are required
or permitted by this Agreement or as may, in the reasonable judgment of the Certificate Registrar, be necessary, appropriate or convenient
to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may be required by law, or as may, consistently herewith, be determined by the officers executing
such Certificates, as evidenced by their execution thereof. The Class X-A and Class X-B Certificates shall be issuable only in minimum
Denominations of authorized initial Notional Amount of not less than $1,000,000 and in integral multiples of $1.00




    	 	-342-	 



     


    

in excess thereof. The Class X-D, Class X-F,
Class X-G, Class X-H and Class X-J Certificates shall be issuable only in minimum Denominations of authorized initial Notional Amount
of not less than $100,000 and in integral multiples of $1.00 in excess thereof. The Offered Certificates (other than the Class X-A
Certificates and Class X-B Certificates) shall be issuable only in minimum Denominations of authorized initial Certificate Balance
of not less than $10,000, and in integral multiples of $1.00 in excess thereof. The Class VRR Certificates shall be issuable in one or
more Definitive Certificates, in minimum denominations of authorized Certificate Balance of not less than $10,000, and multiples of $0.01
in excess thereof. The Non-Registered Certificates (other than the Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class VRR,
Class R and Class S Certificates) will be issuable in minimum Denominations of authorized initial Certificate Balance of not less
than $100,000, and in integral multiples of $1.00 in excess thereof. If the Original Certificate Balance or initial Notional Amount, as
applicable, of any Class does not equal an integral multiple of $1.00, then a single additional Certificate of such Class may be issued
in a minimum denomination of authorized initial Certificate Balance or initial Notional Amount, as applicable, that includes the excess
of (i) the Original Certificate Balance or initial Notional Amount, as applicable, of such Class over (ii) the largest integral
multiple of $1.00 that does not exceed such amount. The Class S Certificates shall be issued, maintained and transferred in minimum percentage
interests of 0.1% of such Class S Certificates and in multiples of 0.01%. The Class R Certificates shall be issued, maintained and transferred
in minimum percentage interests of 10% of such Class R Certificates and in integral multiples of 1% in excess of 10%.


(b)              
One authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the Certificate,
the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the Certificate Registrar
(who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature shall be conclusive evidence
that the Certificate has been executed and countersigned under this Agreement.


Section 5.02       
Form and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant
to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities
laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor
to an Affiliate thereof or by the Initial Purchasers or Underwriters to STWD CMBS Liquid Holdings LLC, STWD CMBS Venture Holdings LLC
or LNR Securities Holdings, LLC) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities
laws, then either:


(a)              
Each Class of the Non-Registered Certificates (other than the Class R Certificates and the Class VRR 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




    	 	-343-	 



     


    

in the name of the Depository or the nominee
of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the
40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”),
beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream.
After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be
exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto
in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect
of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate
Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the
Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate
shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry
Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry
Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the
records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


On the Closing Date, the
Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver
to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes
of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust Company, National Association is hereby initially
appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates
in connection with Transfers and exchanges as herein provided. If Computershare Trust Company, National Association is removed as Certificate
Administrator, then Computershare Trust Company, National Association shall be terminated as Authenticating Agent. If the Authenticating
Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof.


(b)              
Certificates of each Class of Non-Registered Certificates (other than the Class R Certificates and the Class VRR Certificates
during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act
(“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with
the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the
Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time
to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as
hereinafter provided.


(c)              
Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional
Accredited Investors that are not Qualified Institutional Buyers and the Class VRR Certificates (until the expiration of the Transfer
Restriction Period) (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, substantially
in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the
Certificate Registrar who shall




    	 	-344-	 



     


    

deliver the Certificates for such Non-Book
Entry Certificates to the respective beneficial owners or owners. For the avoidance of doubt, the Class R and Class S Certificates
shall only be in the form of Definitive Certificates, and the Class VRR Certificates shall be issued in the form of Definitive Certificates
at all times during the Transfer Restriction Period.


(d)              
Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of
certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer
willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class
or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within
ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce
the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary
or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however,
that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S
Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above
with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of
any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate
Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate
issued for a Rule 144A Book-Entry Certificate, the same legends regarding Transfer restrictions borne by such Book-Entry
Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders
under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial
Ownership Interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository
Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon
instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s
procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of
such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered
Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with
the Depository’s procedures.


(e)              
From and after the Closing Date and during the Transfer Restriction Period, the Class VRR Certificates shall only be held as Definitive
Certificates and shall be held in the Class VRR Certificates Safekeeping Account by the Certificate Administrator (and the Class VRR Certificateholder’s
interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Class VRR
Certificates Safekeeping Account), as custodian for, and for the benefit of, the Holder of the related Certificate. The Certificate Administrator
shall hold such Class VRR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the holder
of the Class VRR 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 Class VRR Certificateholder’s intent to transfer pursuant to Section 5.03(i),
in each case, in accordance with any additional




    	 	-345-	 



     


    

authentication procedures as may be utilized
by the Certificate Administrator and in accordance with this Agreement. After its release of the Class VRR 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 Class VRR Certificates. There shall be, and hereby is, established by the Certificate Administrator an account which will be designated
the “Class VRR Certificates Safekeeping Account” and in which the Class VRR 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 Class VRR Certificates Safekeeping Account for the Class VRR Certificateholder.  Such subaccounts
shall be marked or evidenced as being for the benefit of the Holder of the related Certificate. The Class VRR Certificates to be delivered
in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the holders of the
Class VRR Certificates shall be remitted to the Class VRR Certificates Safekeeping Account, but shall be remitted directly to the related
Class VRR Certificateholder in accordance with written instructions provided separately by the related Class VRR Certificateholder to
the Certificate Administrator on the Closing Date.  Under no circumstances by virtue of safekeeping the Class VRR Certificates shall
the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of the Class VRR
Certificateholder. During the Transfer Restriction Period and for such longer time as the Class VRR Certificateholder may request, the
Certificate Administrator shall hold the Definitive Certificates representing the Class VRR Certificates at the below location, or any
other location; provided the Certificate Administrator has given notice to the Class VRR Certificateholder 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 Class VRR Certificates during the Transfer Restriction Period, the Certificate Administrator shall
deliver written confirmation to the Depositor, the Retaining Sponsor and the Class VRR Certificateholder substantially in the form of
Exhibit TT hereto evidencing its receipt of the Class VRR Certificates.


The Certificate Administrator
shall make available to the Class VRR Certificateholder its respective account information as mutually agreed upon by the Certificate
Administrator and the Class VRR Certificateholder, and in accordance with the Certificate Administrator’s policies and procedures.
Any transfer of a Class VRR 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 Class VRR 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




    	 	-346-	 



     


    

Certificate Administrator shall provide for
the registration of Certificates and of Transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in
such capacity, being the “Certificate Registrar”). In such capacities, the Certificate Administrator shall be responsible
for, among other things, (i) maintaining the Certificate Register and a record of the aggregate holdings of Certificates of each
Class of Non-Registered Certificates represented by a Temporary Regulation S Book-Entry Certificate, a Regulation S
Book-Entry Certificate and a Rule 144A Book-Entry Certificate and accepting Certificates for exchange and registration of
Transfer, (ii) holding the Class VRR 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.


(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




    	 	-347-	 



     


    

Rule 144A Book-Entry Certificate,
and to debit, or cause to be debited, from the account of the Person making such exchange or Transfer the beneficial interest in the Rule 144A
Book-Entry Certificate that is being exchanged or transferred.


(d)              
Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest
in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any
time following the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the
Regulation S Book-Entry Certificate of the same Class, or to Transfer its interest in such Rule 144A Book-Entry Certificate
to a Person who is required to take delivery thereof in the form of an interest in a Regulation S Book-Entry Certificate, such
holder may, subject to the rules and procedures of the Depository, exchange, or cause the exchange of, such interest for an equivalent
beneficial interest in such Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at
its office designated in Section 5.07, of (1) instructions given in accordance with the Depository’s procedures
from a Depository Participant directing the Certificate Registrar to credit or cause to be credited a beneficial interest in the Regulation S
Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged,
(2) a written order given in accordance with the Depository’s procedures containing information regarding the participant account
of the Depository to be credited with such increase and (3) a certificate in the form of Exhibit J hereto given by the holder
of such beneficial interest stating (A) that the Transfer of such interest has been made in compliance with the Transfer restrictions
applicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation S, or (B) that the Transferee
is otherwise entitled to hold its interest in the applicable Certificates in the form of an interest in the Regulation S Book-Entry
Certificate, without any registration of such Certificates under the Act (in which case such certificate shall enclose an Opinion of Counsel
to such effect and such other documents as the Certificate Registrar may reasonably require), then the Certificate Registrar shall instruct
the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase,
or cause to be increased, the Certificate Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate Balance
of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to the
account of the Person specified in such instructions a beneficial interest in the Regulation S Book-Entry Certificate equal to
the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from
the account of the Person making such exchange or Transfer the beneficial interest in the Rule 144A Book-Entry Certificate that
is being exchanged or transferred.


(e)              
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry
Certificate. If a holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its
interest in such Temporary Regulation S Book-Entry Certificate or Regulation S 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,




    	 	-348-	 



     


    

exchange or cause the exchange of such interest
for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate of the same Class. Upon receipt by the Certificate
Registrar, as registrar, at its office designated in Section 5.07, of (1) instructions from Euroclear or Clearstream,
if applicable, and the Depository, directing the Certificate Registrar, as registrar, to credit or cause to be credited a beneficial interest
in the Rule 144A Book-Entry Certificate equal to the beneficial interest in the Temporary Regulation S Book-Entry Certificate
or Regulation S Book-Entry Certificate to be exchanged, such instructions to contain information regarding the participant account
with the Depository to be credited with such increase, (2) with respect to a Transfer of an interest in the Regulation S Book-Entry
Certificate, information regarding the participant account of the Depository to be debited with such decrease and (3) with respect
to a Transfer of an interest in the Temporary Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry
Certificate (i) during the Restricted Period, a certificate in the form of Exhibit K hereto given by the holder of such
beneficial interest and stating that the Person transferring such interest in the Temporary Regulation S Book-Entry Certificate
reasonably believes that the Person acquiring such interest in the Rule 144A Book-Entry Certificate is a Qualified Institutional
Buyer or (ii) after the Restricted Period, an Investment Representation Letter in the form of Exhibit C attached hereto
from the Transferee to the effect that such Transferee is a Qualified Institutional Buyer (an “Investment Representation Letter”)
and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A, then the Certificate Registrar
shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Temporary Regulation S Book-Entry
Certificate or Regulation S Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the
Rule 144A Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Temporary Regulation S
Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, and the Certificate Registrar shall instruct
the Depository, concurrently with such reduction, to credit, or cause to be credited, to the account of the Person specified in such instructions,
a beneficial interest in the Rule 144A Book-Entry Certificate equal to the reduction in the Certificate Balance of the Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to debit, or cause to be debited, from
the account of the Person making such Transfer the beneficial interest in the Temporary Regulation S Book-Entry Certificate or
Regulation S Book-Entry Certificate that is being transferred.


(f)               
Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary
Regulation S Book-Entry Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the
case may be, a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream,
as applicable, has received a certificate substantially in the form of Exhibit L hereto from the holder of a beneficial interest
in such Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation S
Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange by delivering to the Depository for
credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Book-Entry Certificate, representing
the aggregate Certificate Balance 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




    	 	-349-	 



     


    

the terms of this Agreement and the Temporary
Regulation S Book-Entry Certificate. Upon any exchange of interests in the Temporary Regulation S Book-Entry Certificate
for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar shall endorse the Temporary Regulation S
Book-Entry Certificate to reflect the reduction in the Certificate Balance represented thereby by the amount so exchanged and shall
endorse the Regulation S Book-Entry Certificate to reflect the corresponding increase in the amount represented thereby. Until
so exchanged in full and except as provided therein, the Temporary Regulation S Book-Entry Certificate, and the Certificates
evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation S Book-Entry
Certificate and Rule 144A Book-Entry Certificate authenticated and delivered hereunder.


(g)              
Non-Book Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than
(a) a Class VRR 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 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 Class VRR Certificate during the Transfer Restriction
Period in accordance with Section 5.03(i), no Non-Book Entry Certificate shall be issued to a Transferee




    	 	-350-	 



     


    

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 Class VRR Certificates. During the Transfer Restriction Period, if a Transfer of any Class VRR 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 Class VRR Certificate from the Class VRR Certificates
Safekeeping Account in connection with a Transfer of such Class VRR Certificate, (ii) 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, (iii) 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, (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 Class VRR Certificate 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 Class VRR Certificate in the name of the prospective Transferee. For the avoidance
of doubt, in no event shall a Class VRR 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




    	 	-351-	 



     


    

Book-Entry Certificate to U.S. persons
(as defined in Regulation S) shall be limited to Transfers made pursuant to the provisions of subsection (e) above.


(l)                
If Non-Registered Certificates are issued upon the Transfer, exchange or replacement of Certificates bearing a restrictive
legend relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates
so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered to the
Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the restrictions
on Transfer set forth therein are required to ensure that Transfers thereof comply with the provisions of Rule 144A or Regulation S
under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate and deliver Certificates that
do not bear such legend.


(m)            
All Certificates surrendered for registration of Transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


(n)              
With respect to the ERISA Restricted Certificates, no sale, Transfer, pledge or other disposition (other than any initial Transfer
to the Initial Purchasers or, with respect to the Class VRR Certificates, Barclays Bank PLC) 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




    	 	-352-	 



     


    

Similar Law) in addition to those set forth
in the Agreement. The Trustee and Certificate Administrator shall not register the sale, Transfer, pledge or other disposition of any
ERISA Restricted Certificate unless the Trustee and Certificate Administrator have received either the representation letter described
in clause (i) above or the Opinion of Counsel described in clause (ii) above. The costs of any of the foregoing
representation letters or Opinions of Counsel shall not be borne by any of the Depositor, the Master Servicer, the Special Servicer, any
sub-servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, the Initial Purchasers, the Underwriters, the Operating
Advisor, the Asset Representations Reviewer or the Trust. Each Certificate Owner of an ERISA Restricted Certificate shall be deemed to
represent that it is not and will not become a Person specified in clauses (i)(A) or (i)(B) above. Any Transfer, sale,
pledge or other disposition of any ERISA Restricted Certificates that would constitute or result in a prohibited transaction under ERISA,
Section 4975 of the Code or any Similar Law, or would otherwise violate the provisions of this Section 5.03(n) shall be deemed
absolutely null and void ab initio, to the extent permitted under applicable law.


(o)              
No Class R or Class S Certificate may be purchased by or transferred to any prospective purchaser or Transferee that is or
will be a Plan, or any person acting on behalf of any Plan (including an entity whose underlying assets include Plan assets by reason
of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101, as modified
by Section 3(42) of ERISA) or using the assets of any Plan to purchase any Class R or Class S Certificate. Each prospective Transferee
of a Class VRR, Class R or Class S Certificate shall deliver to the Transferor and the Certificate Administrator a representation letter,
substantially in the form of Exhibit F-2, stating that the prospective Transferee is not and will not become a Plan or
a person acting on behalf of any Plan (including an entity whose underlying assets include Plan assets by reason of investment in the
entity by such Plan and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA) or
using the assets of any Plan. Each Holder of a Class R or Class S Certificate shall be deemed to represent that it is not and will not
become a Person specified in the second preceding sentence. Any attempted or purported Transfer in violation of these Transfer restrictions
shall be null and void ab initio and shall vest no rights in any purported Transferee and shall not relieve the Transferor of any
obligations with respect to the applicable Certificates.


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(o) 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




    	 	-353-	 



     


    

who was a Permitted Transferee shall
be restored to registered and beneficial ownership of the Residual Ownership Interest as soon and as fully as possible.


(ii)              
No Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without
the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and such proposed
Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer of any Residual Ownership
Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed Transferee to deliver, and the
proposed Transferee shall deliver to the Certificate Registrar and to the proposed Transferor, an affidavit in substantially the form
attached as Exhibit D-1 (a “Transferee Affidavit”) of the proposed Transferee (A) that such proposed
Transferee is a Permitted Transferee and (B) stating that (1) the proposed Transferee historically has paid its debts as they
have come due and intends to do so in the future, (2) the proposed Transferee understands that, as the holder of a Residual Ownership
Interest, it may incur tax liabilities in excess of cash flows generated by the residual interest, (3) the proposed Transferee intends
to pay taxes associated with holding the Residual Ownership Interest as they become due, (4) the proposed Transferee will not cause
income with respect to the Residual Ownership Interest to be attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of such proposed Transferee or any other U.S. Tax Person, (5) the proposed Transferee
will not Transfer the Residual Ownership Interest to any Person that does not provide a Transferee Affidavit or as to which the proposed
Transferee has actual knowledge that such Person is not a Permitted Transferee or is acting as an agent (including a broker, nominee or
other middleman) for a Person that is not a Permitted Transferee, and (6) the proposed Transferee expressly agrees to be bound by
and to abide by the provisions of this Section 5.03(o) and (y) other than in connection with the initial issuance of
a Class R Certificate, require a statement from the proposed Transferor substantially in the form attached as Exhibit D-2
(the “Transferor Letter”), that the proposed Transferor has no actual knowledge that the proposed Transferee is not
a Permitted Transferee and has no actual knowledge or reason to know that the proposed Transferee’s statements in its Transferee
Affidavit are false.


(iii)               
Notwithstanding the delivery of a Transferee Affidavit by a proposed Transferee under clause (ii) above, if a Responsible
Officer of the Certificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer to such
proposed Transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided,
however, 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,




    	 	-354-	 



     


    

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.


(p)              
The Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


(q)              
Notwithstanding any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding
requirements respecting payments to Certificateholders and other payees of interest or original issue discount that the Certificate Administrator
reasonably believes are applicable under the Code. The consent of Certificateholders or payees shall not be required for such withholding,
and the Certificateholders shall be required to provide the Certificate Administrator with such forms and such other information reasonably
required by the Certificate Administrator. If the Certificate Administrator does withhold any amount from interest or original issue discount
payments or advances thereof to any Certificateholder or payee pursuant to federal withholding requirements, the Certificate Administrator
shall indicate the amount withheld to such Person. Such amounts shall be deemed to have been distributed to such Persons for all purposes
of this Agreement.


(r)               
Each beneficial owner of a Certificate or any interest therein that is a Plan subject to ERISA or Section 4975 of the Code
(an “ERISA Plan”) or is acting on behalf of or using the assets of such an ERISA Plan, as a condition of its purchase
of such Certificate, will be deemed to have represented and warranted that (i) none of the Depositor, Mortgage Loan Sellers, the
Trust, any Underwriter, any Initial Purchaser, the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor or the Asset Representations Reviewer, or any of their respective affiliated entities, has provided any investment
recommendation or investment advice on which the ERISA Plan or the fiduciary making the investment decision for the ERISA Plan has relied
in connection with the decision to acquire Certificates, and they are not otherwise acting as a fiduciary (within the meaning of Section 3(21)
of ERISA or Section 4975(e)(3) of the Code) to the ERISA Plan in connection with the ERISA Plan’s acquisition of Certificates
(unless an applicable prohibited transaction exemption is available (all of the conditions of which are satisfied) to cover the purchase
and holding of the Certificates or the transaction is not otherwise prohibited), and (ii) the ERISA Plan fiduciary making the decision
to acquire the Certificates is exercising its own independent judgment in evaluating the investment in the Certificates.


Section 5.04       
Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and
(b) there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless, then,
in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Certificate
Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate,
a new Certificate of like tenor and interest in the Trust. In connection with the




    	 	-355-	 



     


    

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 Certificateholder desires to communicate with other Certificateholders
with respect to its rights under this Agreement or under the Certificates and (iii) provides a copy of the communication which Certificateholder
proposes to transmit, then the Certificate Registrar shall, within ten (10) Business Days after the receipt of such request, afford such
Certificateholder (at such Certificateholder’s sole cost and expense) access during normal business hours to a current list of the
Certificateholders related to the Class of Certificates held by such Certificateholder. Every Certificateholder, by receiving and holding
a Certificate, agrees that the Certificate Registrar shall not be held accountable by reason of the disclosure of any such information
as to the list of the Certificateholders or the identity of the Directing Certificateholder hereunder, regardless of the source from which
information was derived. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor
and the Depositor shall be entitled to a list of the names and addresses of Certificateholders from time to time upon request therefor.


(b)              
(i)  The Certificate Administrator shall include in any Form 10-D any written request received in accordance with
Section 11.04(a) prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding
such Distribution Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners
related to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing
such disclosure (a “Special Notice”) regarding the request to communicate shall include the following and no more than
the following (a) the name of the Certificateholder or Certificate Owner making the request, (b) the date the request was received,
(c) a statement to the effect that the




    	 	-356-	 



     


    

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 sbuch Certificateholder
or Certificate Owner that it is the beneficial owner of a Certificate and (y) another document confirming ownership of such Certificate
(e.g., trade confirmation, account statement, or a letter from a broker-dealer). The Certificate Administrator shall 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.




    	 	-357-	 



     


    

(b)              
 The Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s
Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order,
Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper
party or parties.


(c)              
The Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses incurred
by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the
advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken
or suffered or omitted by it hereunder in good faith and in accordance therewith.


(d)              
The Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


(e)              
The Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly
or by or through agents, affiliates or attorneys; provided, however, that the appointment of such agents, affiliates or
attorneys shall not relieve the Certificate Administrator of its duties or obligations hereunder.


(f)               
The Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the Special
Servicer or the Depositor.


Section 5.09       
[Reserved].


Section 5.10       
Voting Procedures. With respect to any matters submitted to Certificateholders for a vote, the Certificate Administrator
shall administer such vote through the Depository with respect to Book-Entry Certificates and directly with registered Holders by mail
with respect to Definitive Certificates. In each case, such vote shall be administered in accordance with the following procedures, unless
different procedures are otherwise described herein with respect to a specific vote:


(a)              
Any matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator.
Such notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline which
shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The notice and related
ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered Holders of Definitive
Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s Website. Notices delivered
in this manner shall be considered delivered to all Holders regardless of whether any Holder actually receives the notice and ballot.


(b)              
In connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings
in the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance with
their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates




    	 	-358-	 



     


    

shall be calculated by the Certificate Administrator
in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding Certificate Balance
greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its vote, the vote may be changed
or retracted on or before the vote deadline. Any changes or retractions shall be communicated by the Certificateholder to the Certificate
Administrator in writing on a ballot. After the vote deadline has passed, votes may not be changed or retracted by any Holder unless the
Holder wishing to change or retract its vote holds a sufficient portion of the Voting Rights such that the Holder, by its vote alone,
could approve or deny the proposition subject to a vote without taking into consideration the votes cast by any other Holder. Transferees
or purchasers of any Class of Certificates are subject to and shall be bound by all votes of Holders initiated or conducted prior to its
acquisition of such Certificate.


(c)              
The Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator
shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible or incomplete
ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be counted. Promptly after
the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of the vote. Such notice shall include
the percentage of Voting Rights in favor of the proposition, the percentage against the proposition and the percentage abstaining. In
addition, the notice will announce whether the proposition has been adopted by Certificateholders. The notice shall be distributed in
accordance with the methods described in Section 5.10(a) above. The Certificate Administrator shall also include such notice
on the Form 10-D prepared in connection with the distribution period that corresponds with the date such notice is distributed. All vote
tabulations shall be final and the Certificate Administrator shall not, absent manifest error, re-tabulate the votes or conduct a new
vote for the same proposition.


(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.




    	 	-359-	 



     


    

[End of Article V]


Article VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Operating Advisor, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING CERTIFICATEHOLDER
and the risk retention consultation party


Section 6.01       
Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations
Reviewer. (a)  The Master Servicer, for itself only, hereby represents, warrants and covenants to the Trustee, for its own
benefit and the benefit of the Certificateholders, the Risk Retention Consultation Party, each Serviced Companion Noteholder, the Depositor,
the Certificate Administrator, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date,
that:


(i)               
The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of
the United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property is
located to the extent necessary to perform its obligations under this Agreement;


(ii)              
The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this
Agreement by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute a
default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any
material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets or (C) violate
any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in the case of either
(B) or (C), is likely to materially and adversely affect the ability of the Master Servicer to perform its obligations under this Agreement;


(iii)             
The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


(iv)            
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable
bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights
generally, and, to the extent applicable, the rights of creditors of national banks or of “financial companies” (as defined
in Section 201 of the Dodd-Frank Act) or their Affiliates and




    	 	-360-	 



     


    

(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; and


(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.


(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, the Risk Retention Consultation Party, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator,
the Master Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


(i)               
The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the
State of Florida, and is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary
to perform its obligations under this Agreement;


(ii)              
The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this
Agreement by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would




    	 	-361-	 



     


    

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 that is in full force and effect or is self-insuring with respect to such
risks, which in either case complies with the requirements of Section 3.07; and


(viii)        
No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law
for the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement or
the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval, authorization
or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its obligations under
this Agreement, or which, if not obtained would not have a




    	 	-362-	 



     


    

materially adverse effect on the ability
of the Special Servicer to perform its obligations hereunder.


(c)             
The Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
the Risk Retention Consultation Party, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer
and the Special Servicer, as of the Closing Date, that:


(i)               
The Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the
State of 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;




    	 	-363-	 



     


    

(vi)             
 The Operating Advisor has errors and omissions insurance coverage that is in full force and effect, which complies with the requirements
of Section 3.07;


(vii)           
No litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor,
which would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations under this Agreement;


(viii)              
No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law
for the execution, delivery and performance by the Operating Advisor of, or compliance by the Operating Advisor with, this Agreement
or the consummation of the transactions of the Operating Advisor contemplated by this Agreement, except for any consent, approval, authorization
or order which has been obtained or can be obtained prior to the actual performance by the Operating Advisor of its obligations under
this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Operating Advisor to perform
its obligations hereunder; and


(ix)             
The Operating Advisor is an Eligible Operating Advisor.


(d)                  
The Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,
the Risk Retention Consultation Party and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator,
as of the Closing Date, that:


(i)               
The Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under
the laws of the State of 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), 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




    	 	-364-	 



     


    

Agreement, has duly authorized the execution,
delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


(iv)            
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and
binding obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting
the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;


(v)              
The Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance
and compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Asset Representations
Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Asset Representations
Reviewer to perform its obligations under this Agreement or the financial condition of the Asset Representations Reviewer;


(vi)           
No litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the Asset
Representations Reviewer, which would prohibit the Asset Representations Reviewer from entering into this Agreement or, in the Asset
Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the
Asset Representations Reviewer to perform its obligations under this Agreement;


(vii)          
The Asset Representations Reviewer has errors and omissions coverage that is in full force and effect, which complies with the
requirements of Section 3.07;


(viii)        
No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law
for the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations Reviewer
with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this Agreement, except
for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual performance by the Asset
Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not have a materially adverse effect
on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


(ix)              
The Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


(e)              
The representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery of this
Agreement. Upon receipt of written notice or actual knowledge by any party to this Agreement (or upon written notice thereof from any




    	 	-365-	 



     


    

Certificateholder or any Companion Holder)
of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests
of any party to this Agreement, the Certificateholders, the party discovering such breach shall give prompt written notice to the other
parties hereto, each certifying Certificateholder, and, prior to the occurrence and continuance of a Control Termination Event, the Directing
Certificateholder.


Section 6.02       
Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer.
The Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer shall be liable
in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken by, and no implied duties
or obligations may be asserted against, the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset
Representations Reviewer herein.


Section 6.03       
Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the
Asset Representations Reviewer. (a)  Subject to subsection (b) below, the Depositor, the Master Servicer and
the Special Servicer each will keep in full effect its existence, rights and franchises as an entity under the laws of the jurisdiction
of its incorporation or organization, and each will obtain and preserve its qualification to do business as a foreign entity in each jurisdiction
in which qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any
of the Mortgage Loans or Companion Loans and to perform its respective duties under this Agreement.


(b)              
The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer each may
be merged or consolidated with or into any Person, or Transfer all or substantially all of its assets (which may be limited to all or
substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the case may be)
to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Master Servicer, the Special
Servicer, the Operating Advisor, or the Asset Representations Reviewer shall be a party, or any 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




    	 	-366-	 



     


    

satisfied with respect to the Certificates
as described in Section 3.25); provided, further, that if the Master Servicer, the Special Servicer, the Asset
Representations Reviewer or the Operating Advisor enters into a merger and the Master Servicer, the Special Servicer, the Asset Representations
Reviewer or the Operating Advisor, as applicable, is the surviving entity under applicable law, the Master Servicer, the Special Servicer
or the Operating Advisor, as applicable, shall not, as a result of the merger, be required to provide a Rating Agency Confirmation with
respect to ratings of the Classes of Certificates or, with respect to any class of Serviced Companion Loan Securities, a confirmation
of the rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings; provided,
further, that for so long as the Trust, and, with respect to any Companion Loan included as part of the trust in a related Other
Securitization, is subject to the reporting requirements of the Exchange Act, if the Master Servicer, the Special Servicer or the Operating
Advisor notifies the Depositor in writing (a “Merger Notice”) of any such merger, consolidation, conversion or other
change in form, and the Depositor or the depositor in such Other Securitization, as the case may be, notifies the Master Servicer, the
Special Servicer or the Operating Advisor, as applicable, in writing that the Depositor or the depositor in such Other Securitization,
as the case may be, has discovered that such successor entity has not complied with its Exchange Act reporting obligations under any other
commercial mortgage loan securitization (and specifically identifying the instance of noncompliance), then it shall be an additional condition
to such succession that the Depositor or the depositor in such Other Securitization, as the case may be, shall have consented (which consent
shall not be unreasonably withheld or delayed) to such successor entity. Notwithstanding the foregoing, no Master Servicer, Special Servicer
or Operating Advisor may remain the Master Servicer, Special Servicer or Operating Advisor, as applicable, under this Agreement after
(x) being merged or consolidated with or into any Person that is a Prohibited Party, or (y) transferring all or substantially
all of its assets to any Person if such Person is a Prohibited Party, except to the extent (i) the Master Servicer, the Special Servicer
or Operating Advisor, as applicable, is the Surviving Entity of such merger, consolidation or transfer and has been and continues to be
in compliance with its Regulation AB reporting obligations hereunder or (ii) the Depositor consents to such merger, consolidation
or transfer, which consent shall not be unreasonably withheld. If, within sixty (60) days following the date of delivery of the Merger
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




    	 	-367-	 



     


    

which the Asset Representations Reviewer
shall be a party, or any Person succeeding to the business of the Asset Representations Reviewer, shall be the successor of the Asset
Representations Reviewer hereunder, and shall be deemed to have assumed all of the liabilities and obligations of such Asset Representations
Reviewer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that the Trustee has received a Rating Agency Confirmation with
respect to such successor or surviving Person.


Section 6.04       
Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and Others. (a)  None of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent),
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any of the partners, directors, officers, shareholders,
members, managers, employees or agents of any of the foregoing shall be under any liability to the Trust, the Certificateholders or the
Companion Holders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that (i) this provision shall not protect the Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer
or any such Person against any breach of warranties or representations made by it herein or any liability which would otherwise be imposed
by reason of willful misconduct, bad faith or negligence in the performance of such party’s obligations or duties or by reason of
negligent disregard of such party’s obligations and duties hereunder. The Depositor, the Master Servicer (including in its capacity
as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and any partner, director,
officer, shareholder, member, manager, employee or agent of the Depositor, the Master Servicer (including in its capacity as Companion
Paying Agent), the Special Servicer, the Operating Advisor or the Asset Representations Reviewer may rely on any document of any kind
which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the
Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and their respective affiliates and any partner, director, officer, shareholder, member, manager, employee or agent of any of
the foregoing shall be indemnified and held harmless by the Trust against any and all claims, losses, penalties, fines, forfeitures, reasonable
legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (including without limitation, costs and
expenses of litigation and of enforcement of this indemnity and of investigation, counsel fees, damages, judgments and amounts paid in
settlement) incurred in connection with any actual or threatened legal or administrative action (whether in equity or at law) or claim
relating to this Agreement, the Mortgage Loans, the Companion Loans, the Trust or the Certificates, other than any loss, liability or
expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection with any breach
of a representation or warranty made by it herein; (iii) incurred by reason of bad faith, willful misconduct or negligence in the
performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations or duties; or (iv) in
the case of the Depositor and any of its partners, directors, officers, shareholders, members, managers, employees and agents, incurred
in connection with any violation by any of them of any state or federal securities law. In addition, absent actual fraud (as determined
by a final non-appealable court order), neither the Trustee nor the Certificate Administrator (including




    	 	-368-	 



     


    

in its capacity as Custodian, Certificate Registrar
and 17g-5 Information Provider) shall be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Trustee or the Certificate Administrator has been advised of the likelihood of
such loss or damage and regardless of the form of action. Each of the Master Servicer (including in its capacity as Companion Paying Agent),
the Special Servicer, the Operating Advisor and the Asset Representations Reviewer conclusively may rely on, and shall be protected in
acting or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order, financial statement, agreement, appraisal, bond or other document
(in electronic or paper format) as contemplated by and in accordance with this Agreement and reasonably believed or in good faith believed
by the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor or the Asset
Representations Reviewer to be genuine and to have been signed or presented by the proper party or parties and each of them may consult
with counsel, in which case any written advice of counsel or Opinion of Counsel shall be full and complete authorization and protection
with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of
Counsel.


(b)              
None of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating
Advisor and the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any legal or administrative
action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its respective duties under this Agreement
or which in its opinion may involve it in any expense or liability not recoverable from the Trust; provided, however, that
each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer may in its
discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement
and the rights and duties of the parties hereto and the interests of the Certificateholders (and, in the case of any Serviced Whole Loan,
the rights of the Certificateholders and the holders of a Serviced Companion Loan (as a collective whole) taking into account the subordinate
or pari passu nature of such Serviced Companion Loan); provided, however, that if a Serviced Whole Loan and/or the
holder of any related Companion Loan are involved, such expenses, costs and liabilities will be payable out of funds related to the applicable
Serviced Whole Loan in accordance with the related Intercreditor Agreement and will also be payable out of the other funds in the Collection
Account if amounts on deposit with respect to such Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities
relate to a Mortgage Loan or Companion Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable, will
be used to reimburse the Trust for any amounts advanced for the payment of such expenses, costs or liabilities. In such event, the legal
expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust, and the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Operating Advisor and the Asset Representations Reviewer shall be entitled to be reimbursed therefor out of amounts attributable to
the Mortgage Loans or the Companion Loan on deposit in the Collection Account (including, without duplication, any subaccount thereof),
as provided by Section 3.05(a)(xii).




    	 	-369-	 



     


    

(c)              
 Each of the Master Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the related
Serviced Companion Noteholders, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer
(including in its capacity as Companion Paying Agent) (in the case of the Special Servicer), the Special Servicer (in the case of the
Master Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them
harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments,
and any other costs, liabilities, fees, including any costs of enforcement, and expenses that any of them may sustain arising from or
as a result of any willful misconduct, bad faith or negligence of the Master Servicer or the Special Servicer, as the case may be, in
the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Master Servicer or the Special
Servicer, as the case may be, of its duties and obligations hereunder or by reason of breach of any representations or warranties made
herein by the Master Servicer or the Special Servicer, as applicable. The Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor or the Asset Representations Reviewer, as the case may be, shall immediately notify the Master Servicer or the Special Servicer,
as applicable, if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification
hereunder, whereupon the Master Servicer or the Special Servicer, as the case may be, shall assume the defense of such claim (with counsel
reasonably satisfactory to the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the
Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment
or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Master Servicer or the Special
Servicer, as the case may be, shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement
or otherwise, unless the Master Servicer’s or the Special Servicer’s, as the case may be, defense of such claim is materially
prejudiced thereby.


(d)             
Each of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the
Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Certificate
Administrator (in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor, the Asset
Representations Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee or agent thereof, and
hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs
(including, without limitation, in connection with the enforcement of such indemnified party’s rights under this Agreement), judgments,
and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct,
bad faith or negligence of the Trustee or the Certificate Administrator, respectively, in the performance of its obligations and duties
under this Agreement or by reason of negligent disregard by the Trustee or the Certificate Administrator, respectively, of its duties
and obligations hereunder or by reason of breach of any representations or warranties made herein; provided that such indemnity
shall not cover indirect or consequential damages. The Depositor, the Master Servicer, the Special Servicer, the Asset Representations
Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Trustee and the Certificate Administrator, respectively,
if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder,
whereupon the Trustee or




    	 	-370-	 



     


    

the Certificate Administrator shall assume
the defense of such claim (with counsel reasonably satisfactory to the Depositor, the Master Servicer (including in its capacity as Companion
Paying Agent, if applicable), the Special Servicer, the Asset Representations Reviewer or the Operating Advisor) and pay all expenses
in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against
it or them in respect of such claim. Any failure to so notify the Trustee or the Certificate Administrator shall not affect any rights
any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Trustee’s or the Certificate
Administrator’s defense of such claim is materially prejudiced thereby.


(e)              
The Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the
Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trust
and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs (including, without limitation, in
connection with the enforcement of such indemnified party’s rights under this Agreement), judgments, and any other costs, liabilities,
fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Depositor,
in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Depositor of its duties
and obligations hereunder or by reason of breach of any representations or warranties made herein; provided that such indemnity
shall not cover indirect or consequential damages. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Depositor if a claim is
made by a third party with respect to this Agreement, whereupon the Depositor shall assume the defense of such claim (with counsel reasonably
satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent, if applicable) or the Special Servicer) and
pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which
may be entered against it or them in respect of such claim. Any failure to so notify the Depositor shall not affect any rights any of
the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Depositor’s defense of such claim
is materially prejudiced thereby.


(f)               
The Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent, if applicable),
the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust and
any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any
and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs (including,
without limitation, in connection with the enforcement of such indemnified party’s rights under this Agreement), liabilities, fees
and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Operating
Advisor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Operating Advisor
of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein; provided that
such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special Servicer, the Trustee, the Certificate




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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 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.




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(i)                
 The applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate Administrator,
Non-Serviced Operating Advisor, Non-Serviced Asset Representations Reviewer, Non-Serviced Paying Agent, Non-Serviced Depositor and
Non-Serviced Trustee, and any of their respective partners, directors, officers, shareholders, members, managers, employees or agents
and the applicable Non-Serviced Trust (collectively, the “Non-Serviced Indemnified Parties”), shall be indemnified
by the Trust and held harmless against the Trust’s pro rata share (subject to the applicable Non-Serviced Intercreditor
Agreement) of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses incurred in connection with the servicing and administration of a Non-Serviced Mortgage Loan and the
related Non-Serviced Mortgaged Property (or with respect to the Non-Serviced Operating Advisor and/or Non-Serviced Asset Representations
Reviewer, incurred in connection with the provision of services for such Non-Serviced Mortgage Loan) under the applicable Non-Serviced
PSA or this Agreement (as and to the same extent the applicable Non-Serviced Trust is required to indemnify such parties in respect of
other mortgage loans in the applicable Non-Serviced Trust pursuant to the terms of the related Non-Serviced PSA and, in the case of the
applicable Non-Serviced Trust, to the extent of any additional trust fund expenses with respect to the related Non-Serviced Whole Loan
under the related Non-Serviced PSA).


(j)                
For purposes of this Section 6.04 and Section 11.12, the Master Servicer or Special Servicer, as the case may be,
will be deemed not to have engaged in willful misconduct or committed bad faith or negligence in the performance of their respective obligations
and duties hereunder or acted in negligent disregard of such obligations and duties if the Master Servicer or the Special Servicer, as
applicable, fails to follow any terms of any Mortgage Loan documents because the Master Servicer or the Special Servicer, as applicable,
in accordance with the Servicing Standard, determines that compliance with such terms would or potentially would cause an Adverse REMIC
Event or cause the Grantor Trust to fail to qualify as a Grantor Trust under the relevant provisions of the Code (for which determination
the Master Servicer and the Special Servicer will be entitled to rely on advice of counsel, the cost of which will be reimbursed as an
additional expense of the Trust).


The indemnification provided
herein shall survive the termination of this Agreement and the termination or resignation of the Master Servicer (including in its capacity
as Companion Paying Agent, if applicable), the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or
the Asset Representations Reviewer.


Section 6.05       
Depositor, Master Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.03, neither
the Master Servicer nor the Special Servicer shall resign from their respective obligations and duties hereby imposed on each of them
except upon (a) determination that such party’s duties hereunder are no longer permissible under applicable law or are in material
conflict by reason of applicable law with any other activities carried on by it or (b) in the case of the Master Servicer or the
Special Servicer, upon the appointment of, and the acceptance of such appointment by, a successor master servicer or special servicer,
as applicable, and receipt by the Certificate Administrator and the Trustee of Rating Agency Confirmation from each Rating Agency and
a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its
then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided




    	 	-373-	 



     


    

that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25). Any such determination permitting the resignation of the Master Servicer or the Special Servicer
pursuant to clause (a) above shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect
delivered to the Trustee and (prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder. Unless applicable
law requires the resignation of the Master Servicer or the Special Servicer (as the case may be) to be effective immediately, and the
Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation by the Master Servicer or the Special Servicer
shall become effective until the Trustee or a successor master servicer or successor special servicer, as applicable, shall have assumed
the Master Servicer’s or Special Servicer’s, as applicable, responsibilities and obligations in accordance with Section 7.02
and no such resignation by the Master Servicer or the Special Servicer shall become effective until the Certificate Administrator shall
have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with
respect to any related Companion Loan. Upon any termination (as described in Section 7.01(c)) or resignation of the Master
Servicer or the Special Servicer, pursuant to this Section 6.05, the Master Servicer or the Special Servicer, as applicable,
shall have the right and opportunity to appoint any successor master servicer or special servicer with respect to this Section 6.05;
provided that, such successor master servicer or special servicer shall not be the Asset Representations Reviewer, the Operating
Advisor or one of their respective Affiliates and (prior to the occurrence and continuance of a Control Termination Event) such successor
special servicer is approved by the Directing Certificateholder, such approval not to be unreasonably withheld. The resigning party shall
pay all reasonable out-of-pocket costs and expenses (including reasonable out-of-pocket costs and expenses incurred by the Trustee and
the Certificate Administrator) associated with a transfer of its duties pursuant to this Section 6.05. Except as provided
in Section 7.01(c), in no event shall the Master Servicer or the Special Servicer have the right to appoint any successor
master servicer or special servicer if such Master Servicer or Special Servicer, as applicable, is terminated or removed pursuant to Section 7.01.


Section 6.06       
Rights of the Depositor in Respect of the Master Servicer and the Special Servicer. The Depositor may, but is not obligated
to, enforce the obligations of the Master Servicer and the Special Servicer hereunder and may, but is not obligated to, perform, or cause
a designee to perform, any defaulted obligation of the Master Servicer and the Special Servicer hereunder or exercise the rights of the
Master Servicer or Special Servicer, as applicable, hereunder; provided, however, that the Master Servicer and the Special
Servicer shall not be relieved of any of their respective obligations hereunder by virtue of such performance by the Depositor or its
designee. The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer or the
Special Servicer and is not obligated to supervise the performance of the Trustee, the Master Servicer, the Operating Advisor or the Special
Servicer under this Agreement or otherwise.


Section 6.07       
The Master Servicer and the Special Servicer as Certificate Owner. The Master Servicer, the Special Servicer or any Affiliate
thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate
with (except as otherwise set forth in the definition of “Certificateholder”) the same rights it would have if it were
not the Master Servicer, the Special Servicer or an Affiliate thereof.






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Section 6.08       
The Directing Certificateholder and the Risk Retention Consultation Party. (a) (A)
Other than with respect to any Serviced AB Whole Loan for which the related holder of an AB Subordinate Companion Loan is not subject
to an AB Control Appraisal Period, for so long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder
shall be entitled to advise (1) the Special Servicer with respect to all Specially Serviced Loans (other than any Excluded Loan
with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class) and (2) the Special Servicer
with respect to Non-Specially Serviced Loans (other than any Excluded Loan with respect to the Directing Certificateholder or the Holder
of the majority of the Controlling Class), as to all matters constituting Major Decisions and (B) the Risk Retention Consultation
Party shall (other than with respect to an Excluded Loan as to such party) be entitled to consult on a strictly non-binding basis with
the Special Servicer with respect to any Major Decision (provided that prior to the occurrence and continuance of a Consultation
Termination Event, the related Mortgage Loan must also be a Specially Serviced Loan). For the avoidance of doubt, any consultation with
the Risk Retention Consultation Party under this Agreement shall occur only upon request of the Risk Retention Consultation Party, and
any such consultation shall be on a strictly non-binding basis and shall be subject to all limitations with respect to the procedures
and timing of such consultation set forth in this Section 6.08. Notwithstanding anything
herein to the contrary, except as set forth in, and in any event subject to, the second and third paragraphs of this Section 6.08,
(i) the Master Servicer shall not be permitted to take (A) with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance
of an AB Control Appraisal Period, any “major decision” (as defined in the related Intercreditor Agreement) unless the consent
of the related AB Whole Loan Controlling Holder has been obtained by the Special Servicer or (B) any of the following actions irrespective
of whether any such Major Decision constitutes a “major decision” under, and as defined in, the related Intercreditor Agreement
(each a “Major Decision”) unless it has obtained the consent of the Special Servicer (except as otherwise provided
for in the first proviso following the Major Decisions listed below) and (ii) with respect to any Mortgage Loan (other than any Non-Serviced
Mortgage Loan or any Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class)
or any Serviced Whole Loan, for so long as no Control Termination Event has occurred and is continuing (such limitation not to be applicable
to a Loan-Specific Directing Certificateholder), the Special Servicer shall not be permitted to take any of the following actions or
consent to the Master Servicer’s taking any of the following actions (except as otherwise provided for in the first proviso following
the Major Decisions listed below) as to which the Directing Certificateholder has objected in writing (i) with respect to any Major Decision
other than pursuant to clause (ix) below, within ten (10) Business Days (or, if the Directing Certificateholder and the Special
Servicer are affiliates, five (5) Business Days) and (ii) within thirty (30) days with respect to clause (ix) below, in each cause,
after receipt of the written recommendation and analysis (provided that if such written objection has not been received by the
Special Servicer within such five (5) Business Day, ten (10) Business Day or thirty (30) 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 such of the Mortgage Loans (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loans as come into and continue
in default;




    	 	-375-	 



     


    

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


(iii)            
following a default or an event of default with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced
Whole Loan, any exercise of remedies, including the acceleration of the Mortgage Loan or Serviced Whole Loan or initiation of any proceedings,
judicial or otherwise, under the related Mortgage Loan documents;


(iv)            
any sale of a Defaulted Loan or REO Property or a defaulted loan that is a Non-Serviced Mortgage Loan that the Special Servicer
is permitted to sell, in each case for less than the applicable Purchase Price;


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


(vi)            
any release of material collateral or any acceptance of substitute or additional collateral for a Mortgage Loan (other than a
Non-Serviced Mortgage Loan) or Serviced Whole Loan or any consent to either of the foregoing, other than (1) the release of collateral
securing any Mortgage Loan in connection with a defeasance, (2) the acceptance of substitute or additional collateral in the form of
non-callable United States Treasury obligations in connection with a defeasance; or (3) immaterial condemnation actions and other similar
takings, or if otherwise required pursuant to the specific terms of the related Mortgage Loan documents and for which there is no lender
discretion;


(vii)          
any waiver of a “due on sale” or “due on encumbrance” clause with respect to a Mortgage Loan (other than
any Non-Serviced Mortgage Loan) or a Serviced Whole Loan or any consent to such waiver or consent to a transfer of the Mortgaged Property
or interests in the Mortgagor;


(viii)         
any property management company changes with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) with a Stated
Principal Balance greater than $2,500,000, including, without limitation, approval of the termination of a manager and appointment of
a new property manager, or franchise changes (with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole
Loan, in each case, for which lender consent or approval is required under the Mortgage Loan documents);


(ix)             
releases of any material amounts from escrow accounts, reserve accounts or letters of credit held as performance escrows or reserves,
other than those required pursuant to the specific terms of the related Mortgage Loan (other




    	 	-376-	 



     


    

than a Non-Serviced Mortgage Loan) or a
Serviced Whole Loan and for which there is no lender discretion;


(x)              
any acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a Mortgagor, guarantor or
other obligor or releasing a Mortgagor, guarantor or other obligor from liability under a Mortgage Loan (other than any Non-Serviced Mortgage
Loan) or Serviced Whole Loan other than pursuant to the specific terms of such Mortgage Loan or Serviced Whole Loan and for which there
is no lender discretion;


(xi)             
any determination of an Acceptable Insurance Default;


(xii)           
any modification, waiver or amendment of any lease, the execution of any new lease or the granting of a subordination and non-disturbance
or attornment agreement in connection with any lease, at a Mortgaged Property if (A) the lease involves a Ground Lease or lease of an
outparcel or affects an area greater than or equal to the lesser of (I) 30% of the net rentable area of the improvements at the Mortgaged
Property and (II) 30,000 square feet of the improvements at the Mortgaged Property and (B) such transaction either is not a routine leasing
matter or such transaction relates to a Specially Serviced Loan; provided, that if lender consent is not required for such transaction
pursuant to the Mortgage Loan documents, such transaction will not constitute a Major Decision;


(xiii)          
any material modification, waiver or amendment of an Intercreditor Agreement, co-lender agreement or similar agreement with any
mezzanine lender or subordinate debt holder related to a Mortgage Loan (other than a Non-Serviced Mortgage Loan), or any action to enforce
rights (or decision not to enforce rights) with respect thereto, or any material modification, waiver or amendment thereof; provided,
however that any such modification or amendment that would (a) materially increase the scope of the Master Servicer’s obligations
under the subject agreement or this Agreement, (b) reduce any compensation due to Master Servicer, or modify the obligations of noteholders
to pay their pro rata share of compensation due to the Master Servicer, under the subject agreement or the Pooling and Servicing Agreement,
(c) change the terms related to any advancing obligations or right to reimbursement, including related to reimbursement of advances,
or interest on advances, or the obligations of noteholders to pay their pro rata share of such advances or interest thereon, under the
subject agreement or this Agreement, (d) modify the Master Servicer’s right to reimbursement of any expense or the obligations
of noteholders to pay their pro rata share of expenses, or cause the Master Servicer to incur additional expenses as provided for in
the subject agreement or this Agreement, or (e) modify the timing of reports or remittances required to be delivered by the Master Servicer
under the subject agreement or the Pooling and Servicing Agreement, will additionally require the consent of the master servicer as a
condition to its effectiveness;




    	 	-377-	 



     


    

(xiv)         
 any incurrence of additional debt by a Mortgagor or any mezzanine financing by any beneficial owner of a Mortgagor (to the extent
that the lender has consent rights pursuant to the related Mortgage Loan documents (for purposes of the determination whether a lender
has such consent rights pursuant to the related Mortgage Loan documents, any Mortgage Loan document provision that requires that an Intercreditor
Agreement be reasonably or otherwise acceptable to the lender shall constitute such consent rights)); or


(xv)           
any determination by the Master Servicer to transfer a Mortgage Loan or Serviced Whole Loan to the Special Servicer under the
circumstances described in clause (iv) of the definition of “Servicing Transfer Event”.


provided, however, that notwithstanding
the foregoing, the Master Servicer and Special Servicer may mutually agree that the Master Servicer shall process and obtain the prior
consent of the Special Servicer with respect to any of the Major Decisions with respect to any Non-Specially Serviced Loan and the Master
Servicer and the Special Servicer shall each be entitled to 50% of any Excess Modification Fees, assumption, consent and earnout fees
(other than assumption application fees, defeasance fees and review fees) paid in connection with such matters, whether or not the Master
Servicer processes such request; provided, further, that, in the event that the Special Servicer or Master Servicer (in
the event the Master Servicer is otherwise authorized by this Agreement to take such action), as applicable, determines that immediate
action, with respect to the foregoing matters (or any other matter requiring the consent of (i) the Directing Certificateholder with respect
to any Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance of a Control Termination Event in this Agreement
(or any matter requiring consultation with the Directing Certificateholder, the Risk Retention Consultation Party or the Operating Advisor)
or (ii) with respect to the Serviced AB Whole Loan, the AB Whole Loan Controlling Holder, prior to the occurrence and continuance of an
AB Control Appraisal Period) is necessary to protect the interests of the Certificateholders (or, with respect to any Serviced Whole Loan,
the interest of the Certificateholders and the holders of any related Serviced Companion Loan) (as a collective whole (taking into account
the subordinate or pari passu nature of any Companion Loans)), the Special Servicer or the Master Servicer, as the case may be,
may take any such action without waiting for the Directing Certificateholder’s response or the AB Whole Loan Controlling Holder’s
response (or without waiting to consult with the Directing Certificateholder, the Risk Retention Consultation Party or the Operating Advisor,
as the case may be); provided that the Special Servicer or the Master Servicer, as the case may be, provides the Directing Certificateholder
(or the Operating Advisor, if applicable) and the Risk Retention Consultation Party (if applicable) with prompt written notice following
such action including a reasonably detailed explanation of the basis therefor. The Special Servicer is not required to obtain the consent
of the Directing Certificateholder for any of the foregoing actions or any other matter requiring consent of the Directing Certificateholder
after the occurrence and during the continuance of a Control Termination Event; provided, however, that, after the occurrence
and during the continuance of a Control Termination Event but, with respect to the Directing Certificateholder only, prior to the occurrence
of a Consultation Termination Event, the Special Servicer shall consult with the Directing Certificateholder in connection with any Major
Decision not relating to any Excluded Loan (and any other actions which otherwise require consultation with the Directing Certificateholder
prior to the occurrence and continuance of a Consultation Termination Event hereunder) and consider alternative actions recommended




    	 	-378-	 



     


    

by the Directing Certificateholder, in respect
thereof. Additionally, upon request, the Special Servicer shall consult with the Risk Retention Consultation Party on a non-binding basis
(provided, that prior to the occurrence and continuance of a Consultation Termination Event, the related Mortgage Loan must also
be a Specially Serviced Loan) in connection with any Major Decision not relating to an Excluded Loan and consider alternative actions
recommended by the Risk Retention Consultation Party in respect thereof. In the event the Special Servicer receives no response from the
Directing Certificateholder or the Risk Retention Consultation Party within ten (10) Business Days (or if the Directing Certificateholder
or the Risk Retention Consultation Party and the Special Servicer are affiliates, 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 or
the Risk Retention Consultation Party on the specific matter; provided, however, that the failure of the Directing
Certificateholder or the Risk Retention Consultation Party to respond shall not relieve the Special Servicer from consulting with the
Directing Certificateholder or the Risk Retention Consultation Party on any future matters with respect to the applicable Mortgage Loan
or any other Mortgage Loan. In addition, after the occurrence and during the continuance of a Control Termination Event and with respect
to any AB Mortgage Loan, after the occurrence and during the continuance of both a Control Termination Event and an AB Control Appraisal
Period, the Special Servicer will also be required to consult with the Operating Advisor in connection with any proposed Major Decision
(and any other actions which otherwise require consultation with the Operating Advisor after the occurrence and during the continuance
of a Control Termination Event hereunder) and consider alternative actions recommended by the Operating Advisor, in respect thereof, provided
that such consultation is on a non-binding basis. In the event that the Special Servicer receives no response from the Operating Advisor
within ten (10) Business Days following the later of (i) its written request for input on any required consultation and (ii) delivery
of all such additional information reasonably requested by the Operating Advisor related to the subject matter of such consultation, the
Special Servicer shall not be obligated to consult with the Operating Advisor on the specific matter; provided, however,
that the failure of the Operating Advisor to respond on any specific matters shall not relieve the Special Servicer from its obligation
to consult with the Operating Advisor on any future matter with respect to the applicable Mortgage Loan or any other Mortgage Loan. Notwithstanding
anything herein to the contrary, with respect to any Excluded Loan with respect to the Directing Certificateholder or the Holder of the
majority of the Controlling Class (regardless of whether a Control Termination Event has occurred and is continuing), the Special Servicer
shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major
Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures
set forth in this Section 6.08 for consulting with the Operating Advisor.


If there is any request for
consent required to be delivered to the Directing Certificateholder directly by the Master Servicer, the Directing Certificateholder shall
be entitled ten (10) Business Days to respond before its consent is deemed given notwithstanding any affiliation between the Directing
Certificateholder and the Special Servicer.


In addition, with respect
to any Mortgage Loan other than an Excluded Loan, for so long as no Control Termination Event has occurred and is continuing, the Directing
Certificateholder subject to any rights, if any, of the related Companion Holder to advise the




    	 	-379-	 



     


    

Special Servicer with respect to the related
Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement, may direct the Special Servicer to take, or to refrain
from taking, such other actions with respect to a Mortgage Loan, as the Directing Certificateholder may deem advisable or as to which
provision is otherwise made herein; provided that notwithstanding anything herein to the contrary, no such direction or objection
contemplated by the first paragraph of this Section 6.08(a) or this paragraph, may require or cause the Master Servicer or
Special Servicer to violate any provision of any Mortgage Loan or related Intercreditor Agreement or mezzanine intercreditor agreement,
applicable law, this Agreement, or the REMIC Provisions (and, with respect to a Serviced Whole Loan, subject to the rights of the holders
of the related Companion Loan), including without limitation the obligation of the Master Servicer and the Special Servicer to act in
accordance with the Servicing Standard, or expose the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer, the Trust or the Trustee to liability, or materially expand the scope of the responsibilities
of the Master Servicer or the Special Servicer, as applicable, hereunder or cause the Master Servicer or the Special Servicer, as applicable,
to act, or fail to act, in a manner which in the reasonable judgment of the Master Servicer or the Special Servicer, as applicable, is
not in the best interests of the Certificateholders.


In the event the Special
Servicer or Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder (or the AB Whole Loan
Controlling Holder, as applicable) or any advice from the Directing Certificateholder, the Risk Retention Consultation Party, the Operating
Advisor or the AB Whole Loan Controlling Holder, as applicable, would cause the Special Servicer or Master Servicer, as applicable, to
violate the terms of any Mortgage Loan, applicable law or this Agreement, including without limitation, the Servicing Standard, the Special
Servicer or Master Servicer, as applicable, shall disregard such refusal to consent or advise and notify the Directing Certificateholder,
the Risk Retention Consultation Party, the Operating Advisor or the AB Whole Loan Controlling Holder, as applicable, the Trustee and the
Rating Agencies of its determination, including a reasonably detailed explanation of the basis therefor. The taking of, or refraining
from taking, any action by the Master Servicer or Special Servicer in accordance with the direction of or approval of the Directing Certificateholder,
the Risk Retention Consultation Party, the Operating Advisor or the AB Whole Loan Controlling Holder, as applicable, that does not violate
the terms of any Mortgage Loan, applicable law or the Servicing Standard or any other provisions of this Agreement, will not result in
any liability on the part of the Master Servicer or the Special Servicer.


In addition, with respect
to any matter for which the consent of the Directing Certificateholder is required or for which the Directing Certificateholder has the
right to direct the Master Servicer or the Special Servicer, to the extent no specific time period for deemed consent is expressly stated,
in the event no response from the Directing Certificateholder is received within 10 Business Days (or, with respect to communications
between the Special Servicer and the Directing Certificateholder, five (5) Business Days if the Directing Certificateholder is an affiliate
of the Special Servicer) following written request for input and all reasonably requested information on any required consent or direction,
the Directing Certificateholder shall be deemed to have consented or approved on the specific matter; provided, however,
that the failure of the Directing Certificateholder to respond will not affect




    	 	-380-	 



     


    

any future matters with respect to the applicable
Mortgage Loan or Serviced Whole Loan or any other Mortgage Loan.


The Directing Certificateholder
shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action,
or for errors in judgment; provided, however, that the Directing Certificateholder shall not be protected against any liability
to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the
performance of duties owed to the Controlling Class Certificateholders or by reason of reckless disregard of obligations or duties owed
to the Controlling Class Certificateholders. By its acceptance of a Certificate, each Certificateholder acknowledges and agrees that the
Directing Certificateholder may take actions that favor the interests of one or more Classes of the Certificates including the Holders
of the Controlling Class over other Classes of the Certificates, and that the Directing Certificateholder may have special relationships
and interests that conflict with those of Holders of some Classes of the Certificates, that the Directing Certificateholder may act solely
in the interests of the Holders of the Controlling Class, including the Holders of the Controlling Class, that the Directing Certificateholder
does not have any duties or liability to the Holders of any Class of Certificates other than the Controlling Class, that the Directing
Certificateholder shall not be liable to any Certificateholder, by reason of its having acted solely in the interests of the Holders of
the Controlling Class, and that the Directing Certificateholder shall have no liability whatsoever for having so acted, and no Certificateholder
may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof
for having so acted.


The Risk Retention Consultation
Party shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action,
or for errors in judgment; provided, however, that the Risk Retention Consultation Party shall not be protected against
any liability to the Holder of the Class VRR Certificates that appointed the Risk Retention Consultation Party that would otherwise be
imposed by reason of willful misconduct, bad faith or gross negligence in the performance of duties owed to such Holder of the Class VRR
Certificates or by reason of reckless disregard of obligations or duties owed to such Holder of the Class VRR Certificates. By its acceptance
of a Certificate, each Certificateholder acknowledges and agrees that the Risk Retention Consultation Party may take actions that favor
the interests of one or more Classes of the Certificates over other Classes of the Certificates, and that the Risk Retention Consultation
Party may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates, that the Risk
Retention Consultation Party may act solely in the interests of the Holder of the Class VRR Certificates, that the Risk Retention Consultation
Party does not have any duties or liability to the Holders of any Class of Certificates other than the Holder of the Class VRR Certificates,
that the Risk Retention Consultation Party shall not be liable to any Holder of a Certificate other than the Class VRR Certificates by
reason of its having acted solely in the interests of the Holder of the Class VRR Certificates, and that the Risk Retention Consultation
Party shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Risk
Retention Consultation Party or any director, officer, employee, agent or principal thereof for having so acted.




    	 	-381-	 



     


    

Any Non-Serviced Whole Loan
Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or the Certificateholders for
any action taken, or for refraining from the taking of any action, or for errors in judgment. By its acceptance of a Certificate, each
Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling Holder, with respect to the related Non-Serviced
Whole Loan, may take actions that favor the interests of one or more classes of the certificates issued under the related Non-Serviced
PSA including the Holders of the controlling class under such Non-Serviced PSA over other Classes of the Certificates, and that such Non-Serviced
Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, may have special relationships and interests that conflict
with those of Holders of some Classes of the Certificates, that such Non-Serviced Whole Loan Controlling Holder, with respect to such
Non-Serviced Whole Loan, may act solely in the interests of the Holders of the controlling class under the related Non-Serviced PSA, that
such Non-Serviced Whole Loan Controlling Holder, shall not be liable to any Certificateholder, by reason of its having acted solely in
the interests of the Holders of the controlling class under the related Non-Serviced PSA, and that such Non-Serviced Whole Loan Controlling
Holder, with respect to such Non-Serviced Whole Loan, shall have no liability whatsoever for having so acted, and no Certificateholder
may take any action whatsoever against such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan,
or any director, officer, employee, agent or principal thereof for having so acted.


(b)              
Notwithstanding anything to the contrary contained herein (i) after the occurrence and during the continuance of a Control
Termination Event (and at any time with respect to any Non-Serviced Mortgage Loan and any Excluded Loan and, prior to the occurrence and
continuance of an AB Control Appraisal Period, the Serviced AB Whole Loan), the Directing Certificateholder (other than any Loan-Specific
Directing Certificateholder) shall have no right to consent to or direct any action taken or not taken by any party to this Agreement;
(ii) after the occurrence and during the continuance of a Control Termination Event but prior to the occurrence of a Consultation
Termination Event, the Directing Certificateholder shall remain entitled to receive any notices, reports or information to which it is
entitled pursuant to this Agreement, and the Master Servicer, Special Servicer and any other applicable party shall consult with the Directing
Certificateholder and, with respect to any Specially Serviced Loan, the Risk Retention Consultation Party (in each case, other than with
respect to any Non-Serviced Mortgage Loan and any Excluded Loan) in connection with any action to be taken or refrained from taking to
the extent set forth herein; and (iii) after the occurrence of a Consultation Termination Event (and at any time with respect to
any Non-Serviced Mortgage Loan and any Excluded Loan), the Directing Certificateholder (other than any Loan-Specific Directing Certificateholder)
shall have no direction, consultation or consent rights hereunder and no right to receive any notices, reports or information (other than
notices, reports or information required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder
and, other than with respect to any Excluded Loan, the Risk Retention Consultation Party shall remain entitled to receive any notices,
reports or information to which it is entitled pursuant to this Agreement, and the Special Servicer and any other applicable party shall
consult with the Risk Retention Consultation Party to the extent set forth herein in connection with any action to be taken or refrained
from being taken to the extent set forth herein.


Section 6.09       
Knowledge of Computershare Trust Company, National Association. Except as otherwise expressly set forth in this Agreement,
Computershare Trust




    	 	-382-	 



     


    

Company, National Association acting in any
particular capacity hereunder will not be deemed to be imputed with knowledge of (a) Computershare Trust Company, National Association,
acting in a capacity that is unrelated to the transactions contemplated by this Agreement, or (b) Computershare Trust Company, National
Association, acting in any other capacity hereunder, except, in the case of either clause (a) or clause (b), where
some or all of the obligations performed in such capacities are performed by one or more employees within the same group or division of
Computershare Trust Company, National Association, or where the groups or divisions responsible for performing the obligations in such
capacities have one or more of the same Responsible Officers or Servicing Officers, as applicable.


[End of Article VI]


Article VII



SERVICER TERMINATION EVENTS


Section 7.01       
Servicer Termination Events; Master Servicer and Special Servicer Termination. (a)  “Servicer Termination
Event,” wherever used herein, means, with respect to the Master Servicer or the Special Servicer, as the case may be, any one
of the following events:


(i)               
(A) any failure by the Master Servicer to make any deposit required to be made by the Master Servicer to the Collection Account,
or remit to the Companion Paying Agent for deposit into the related Companion Distribution Account, on the day and by the time such deposit
or remittance is first required to be made under the terms of this Agreement, which failure is not remedied within one (1) Business Day
or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit into, any Distribution
Account any amount required to be so deposited or remitted, which failure is not remedied by 11:00 a.m. (New York City time) on the
relevant Distribution Date; or


(ii)              
any failure by the Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit is required
to be made or to remit to the Master Servicer for deposit into the Collection Account or any other required account hereunder, any amount
required to be so deposited or remitted by the Special Servicer pursuant to, and at the time specified by, the terms of this Agreement;
or


(iii)             
any failure on the part of the Master Servicer or the Special Servicer, as the case may be, duly to observe or perform in any material
respect any of its other covenants or obligations contained in this Agreement which continues unremedied for a period of thirty (30) days
(or (A) with respect to any year that a report on Form 10-K is required to be filed, five (5) Business Days in the case
of the Master Servicer’s or Special Servicer’s obligations, as applicable, contemplated by Article XI (after any
applicable grace periods), (B) fifteen (15) days in the case of the Master Servicer’s failure to make a Servicing Advance or
(C) fifteen (15) days in the case of a failure to pay the premium for any property insurance policy required to be maintained)
after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master
Servicer or the Special Servicer, as the case may be, by any other party hereto, or




    	 	-383-	 



     


    

(B) to the Master Servicer or the
Special Servicer, as the case may be, with a copy to each other party to this Agreement, by the Holders of Certificates evidencing Percentage
Interests aggregating not less than 25% of all Voting Rights or, solely as it relates to the servicing of a Serviced Whole Loan, if affected
by that failure, by the holder of the related Serviced Pari Passu Companion Loan; provided, however, if such failure is
capable of being cured and the Master Servicer or Special Servicer, as applicable, is diligently pursuing such cure, such period will
be extended an additional thirty (30) days; provided, further, however, that such extended period will not apply
to the obligations regarding Exchange Act reporting; or


(iv)            
any breach on the part of the Master Servicer or the Special Servicer, as the case may be, of any representation or warranty contained
in Section 6.01(a) and Section 6.01(b), as applicable, which materially and adversely affects the interests of
any Class of Certificateholders or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and which continues
unremedied for a period of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied, shall have
been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator or the
Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee by the Holders
of Certificates evidencing Percentage Interests aggregating not less than 25% of Voting Rights or, as it relates to the servicing of a
Serviced Whole Loan affected by such breach, by the holder of the related Serviced Pari Passu Companion Loan; provided, however,
that if such breach is capable of being cured and the Master Servicer or the Special Servicer, as applicable, is diligently pursuing such
cure, such 30-day period will be extended an additional thirty (30) days; or


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


(vi)            
the Master Servicer or the Special Servicer, as the case may be, shall consent to the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings
of or relating to the Master Servicer or the Special Servicer or of or relating to all or substantially all of its property; or


(vii)           
the Master Servicer or the Special Servicer, as the case may be, shall admit in writing its inability to pay its debts generally
as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment
for the benefit of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing;
or




    	 	-384-	 



     


    

(viii)        
 DBRS Morningstar (or, in the case of Serviced Pari Passu Companion Loan Securities, any Companion Loan Rating Agency) has (A) qualified,
downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or Serviced Pari Passu Companion Loan Securities,
as applicable, or (B) placed one or more Classes of Certificates or Serviced Pari Passu Companion Loan Securities, as applicable,
on “watch status” in contemplation of a ratings downgrade or withdrawal (and such qualification, downgrade, withdrawal or
“watch status” placement shall not have been withdrawn by DBRS Morningstar (or, in the case of Serviced Pari Passu Companion
Loan Securities, any Companion Loan Rating Agency) within sixty (60) days of such rating action) and, in the case of either of clauses (A)
or (B), publicly citing servicing concerns with the Master Servicer or the Special Servicer, as the case may be, as the sole
or a material factor in such rating action;


(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; or


(x)              
the Master Servicer or the Special Servicer, as the case may be, is removed from S&P’s Select Servicer List as a “U.S.
Commercial Mortgage Master Servicer” or a “U.S. Commercial Mortgage Special Servicer,” as applicable, and is not restored
to such status on such list within 60 days.


(b)              
If any Servicer Termination Event with respect to the Master Servicer or the Special Servicer, as the case may be (in either case,
for purposes of this Section 7.01(b), the “Affected Party”), shall occur and be continuing, then, and in
each and every such case, so long as such Servicer Termination Event shall not have been remedied, the Trustee or the Depositor may, and
at the written direction of ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than
with respect to any Excluded Loan) the Directing Certificateholder (solely with respect to the Special Servicer) or the Holders of Certificates
entitled to 25% of the Voting Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate each of the
Master Servicer or the Special Servicer, as applicable, upon five Business Days’ written notice if there is a Servicer Termination
Event under clause (iii)(A) above), by notice in writing to the Affected Party, with a copy of such notice to the Depositor
and the Operating Advisor, all of the rights (subject to Section 3.11 and Section 6.04) and obligations of the
Affected Party under this Agreement and in and to the Mortgage Loans and the 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,




    	 	-385-	 



     


    

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, as applicable, each agree that
if it is terminated pursuant to this Section 7.01(b), it shall promptly (and in any event no later than twenty (20) Business
Days subsequent to its receipt of the notice of termination) provide the Trustee with all documents and records requested by it to enable
it to assume the Master Servicer’s or the Special Servicer’s, as the case may be, functions hereunder, and shall cooperate
with the Trustee in effecting the termination of the Master Servicer’s or the Special Servicer’s, as the case may be, responsibilities
and rights (subject to Section 3.11 and Section 6.04) hereunder, including, without limitation, the transfer within
five (5) Business Days to the Trustee for administration by it of all cash amounts which shall at the time be or should have been credited
by the Master Servicer to the Collection Account or any Servicing Account (if it is the Affected Party), by the Special Servicer to the
REO Account (if it is the Affected Party) or thereafter be received with respect to the Mortgage Loans or any REO Property (provided,
however, that the Master Servicer and the Special Servicer each shall, if terminated pursuant to this Section 7.01(b)
or pursuant to Section 7.01(d) (with respect to the Special Servicer), continue to be entitled to receive all amounts accrued
or owing to it under this Agreement on or prior to the date of such termination, whether in respect of Advances (in the case of the Special
Servicer or the Master Servicer) or otherwise, and it and its Affiliates and the directors, managers, officers, members, employees and
agents of it and its Affiliates shall continue to be entitled to the benefits of Section 3.11 and Section 6.04
notwithstanding any such termination).


(c)              
If the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination Event
under Section 7.01(a)(viii), Section 7.01(a)(ix) or Section 7.01(a)(x) the Master Servicer shall have a forty-five
(45) day period after such notice in which to find a successor master servicer qualified to act as Master Servicer hereunder in accordance
with Section 6.03 and Section 7.02 and to which the Master Servicer can sell its rights to service the Mortgage
Loans under this Agreement. During such forty-five (45) day period the Master Servicer may continue to serve as Master Servicer hereunder.
In the event that the Master Servicer is unable, within such forty-five (45) day period, to cause a qualified successor master servicer
to assume the duties of the Master Servicer hereunder, then and in such event, the Trustee shall assume the obligations of the Master
Servicer hereunder.


Notwithstanding Section 7.01(b),
if any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that affects the Holder of a Serviced
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 Whole Loan. Any Special Servicer appointed to replace
the Special Servicer with respect to a Serviced Mortgage Loan cannot at any time be (without the prior written consent of the holder of
such Serviced 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. Any such Special Servicer under this paragraph shall meet the eligibility requirements of Section 7.02
and the eligibility requirements of the related Other Pooling and Servicing Agreement, and the appointment thereof shall comply with the
provisions of Section 7.02. Any appointment of a replacement Special




    	 	-386-	 



     


    

Servicer in accordance with this paragraph
shall be subject to the receipt of Rating Agency Confirmation and confirmation from the applicable rating agencies that such appointment
or replacement will not result in the downgrade, withdrawal or qualification of the then-current ratings of any class of any related
Serviced Companion Loan Securities (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


(d)              
Subject to the rights of the AB Whole Loan Controlling Holder pursuant to the related Intercreditor Agreement and other than with
respect to any Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, the
Directing Certificateholder, at any time prior to the occurrence and continuance of a Control Termination Event, shall be entitled to
terminate the rights (subject to Section 3.11 and Section 6.04) and obligations of the Special Servicer under
this Agreement, (A) for cause at any time and (B) without cause if either (x) LNR Partners, LLC or its Affiliate is no longer the Special
Servicer or (y) LNR Securities Holdings, LLC or its Affiliate (including STWD CMBS Liquid Holdings LLC and STWD CMBS Venture Holdings
LLC) owns less than 15% of the then-Controlling Class of Certificates, in each case, upon ten (10) Business Days’ notice to the
Special Servicer, the Master Servicer, the Certificate Administrator, the Trustee and the Operating Advisor; such termination to be effective
upon the appointment of a successor special servicer meeting the requirements of this Section 7.01(d); provided that,
with respect to a Servicing Shift Whole Loan (unless the Mortgage Loan (other than the 3075 Olcott Mortgage Loan) is a Specially Serviced
Loan), the ten (10) Business Days’ notice set forth in this Section 7.01(d) shall not apply to the related Loan-Specific
Directing Certificateholder’s right to terminate the Special Servicer’s rights and obligations under this Agreement without
cause with respect to such Servicing Shift Whole Loan pursuant to the terms of the related Intercreditor Agreement. Upon a termination
of the Special Servicer, the Directing Certificateholder (other than with respect to any Excluded Loan) shall appoint a successor special
servicer to assume the duties of the Special Servicer hereunder; provided, however, that (i) such successor will meet
the requirements set forth in Section 7.02, (ii) each Rating Agency delivers Rating Agency Confirmation and, in the case
of any class of any Serviced Companion Loan Securities the applicable rating agencies deliver a confirmation that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25) and (iii) no replacement of the Special Servicer shall be effective until the Certificate Administrator
shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed
with respect to any related Companion Loan.


After the occurrence and
during the continuance of a Control Termination Event and upon (a) the written direction of Holders of Principal Balance Certificates
and the Class VRR 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 hereof)
of the Principal Balance Certificates and the Class VRR Certificates on an aggregate basis requesting a vote to replace the Special Servicer
with a new special servicer designated in such written direction, (b) payment by




    	 	-387-	 



     


    

such Holders to the Certificate Administrator
of the reasonable fees and expenses (including any legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate
Administrator in connection with administering such vote and which will not be additional expenses of the Trust and (c) delivery
by such Holders to the Certificate Administrator and Trustee of Rating Agency Confirmation from each Rating Agency (which Rating Agency
Confirmation shall be obtained at the expense of such Holders), the Certificate Administrator shall promptly post notice to all Certificateholders
of such request on the Certificate Administrator’s Website in accordance with Section 3.13(b) and concurrently by mail
conduct the solicitation of votes of all Certificates in such regard, which requisite affirmative votes must be received within one hundred-eighty
(180) days of the posting of such notice, and if not so received, such votes shall be null and void ab initio. Upon the written
direction of Holders of Principal Balance Certificates and Class VRR 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 appoint
the successor special servicer (which must be a Qualified Replacement Special Servicer) designated by such Certificateholders.


The Certificate Administrator
shall include on each Distribution Date Statement a statement that each Certificateholder may (i) access such notices via the Certificate
Administrator’s Website and (ii) register to receive electronic mail notifications when such notices are posted thereon. Notwithstanding
the foregoing, the Certificateholder’s direction to remove the Special Servicer shall not apply to any Serviced AB Whole Loan for
which it is not subject to an AB Control Appraisal Period or to any Servicing Shift Whole Loan.


An 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 remains unremedied and affects the holder of the related Non-Serviced
Mortgage Loan, and such Non-Serviced Special Servicer has not otherwise been terminated, the holder of the related Non-Serviced Mortgage
Loan (or the Trustee (or, prior to a Control Termination Event, the Trustee acting at the direction of the Directing Certificateholder))
shall be entitled to direct the related Non-Serviced Trustee to terminate such Non-Serviced Special Servicer solely with respect to the
related Non-Serviced




    	 	-388-	 



     


    

Whole Loan(s). The appointment (or replacement)
of a special servicer with respect to a Non-Serviced Whole Loan will in any event be subject to Rating Agency Confirmation from each Rating
Agency. A replacement special servicer will be selected by the related Non-Serviced Trustee or, prior to a control termination event (or
similarly defined term) under the related Non-Serviced PSA, by the related Non-Serviced Whole Loan Controlling Holder; provided,
however, that any successor special servicer appointed to replace the special servicer with respect to such Non-Serviced Whole
Loan cannot at any time be the Person (or an Affiliate thereof) that was terminated at the direction of the holder of such Non-Serviced
Mortgage Loan, without the prior written consent of the Directing Certificateholder.


Following the occurrence
of a Consultation Termination Event, if the Operating Advisor determines that the Special Servicer is not performing its duties as
required hereunder or is otherwise not acting in accordance with the Servicing Standard, the Operating Advisor may deliver to the Trustee
and the Certificate Administrator, with a copy to the Special Servicer, a written recommendation in the form of Exhibit W
attached hereto (which form may be modified or supplemented from time to time to cure any ambiguity or error or to incorporate any additional
information, subject to compliance of such form with the terms and provisions of this Agreement; provided, further, that
in no event shall the information or any other content included in such written recommendation contravene any provision of this Agreement)
detailing the reasons supporting its position (along with relevant information justifying its recommendation) and recommending a suggested
replacement special servicer, which shall be a Qualified Replacement Special Servicer. In such event, the Certificate Administrator shall
promptly post notice to all Certificateholders of such recommendation and the related report on the Certificate Administrator’s
Website in accordance with Section 3.13(b), and concurrently by mail conduct the solicitation of votes of all Certificates
in such regard, which requisite affirmative votes must be received within one hundred-eighty (180) days of the posting of such notice,
and if not so received, such votes shall be null and void ab initio. Upon (i) the affirmative vote of Holders of Principal
Balance Certificates and the Class VRR Certificates evidencing at least a majority of the aggregate Voting Rights (taking into account
the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances of such Certificates
pursuant to Section 4.05 hereof) of all Principal Balance Certificates and the Class VRR Certificates on an aggregate basis and
(ii) receipt of Rating Agency Confirmation from each Rating Agency by the Certificate Administrator following satisfaction of the
foregoing clause (i), 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 Certificateholders and (ii) promptly notify such outgoing
Special Servicer of the effective date of such termination. The reasonable out-of-pocket costs and expenses (including reasonable
legal fees and expenses of outside counsel) associated with obtaining such Rating Agency Confirmations and administering such vote and
the Operating Advisor’s identification of a Qualified Replacement Special Servicer shall be an additional expense of the Trust.
In the event that the Certificate Administrator does not receive at least a majority of the requested votes, then the Trustee shall have
no obligation to remove the Special Servicer. Prior to the appointment of any replacement special servicer, such replacement special servicer
shall have agreed to succeed to the obligations of the Special Servicer under this Agreement and to act as the Special Servicer’s
successor hereunder. Notwithstanding the foregoing, the Operating Advisor shall not be permitted to recommend the replacement of the Special
Servicer with respect to a Serviced AB Whole Loan so long as the AB Whole Loan Controlling Holder is not subject to an AB Control Appraisal




    	 	-389-	 



     


    

Period under the related Intercreditor Agreement
or with respect to any Servicing Shift Whole Loan. For the sake of clarity, the recommendation of replacement of the Special Servicer
by the Operating Advisor and the approval of the Certificateholders of such Qualified Replacement Special Servicer shall not preclude
the Directing Certificateholder from appointing a replacement special servicer, provided that such replacement may not be the removed
Special Servicer or its Affiliate.


No penalty or fee shall be
payable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d). All costs of
any such termination made by the Directing Certificateholder without cause shall be paid by the Holders of the Controlling Class.


For the avoidance of doubt,
the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations set forth in Section 6.04,
any action or claim arising from, or relating to, the Operating Advisor’s determination under this Section 7.01(d) (regarding
removal of the Special Servicer), or the result of the vote of the Certificateholders (regarding removal of the Special Servicer).


(e)              
The Master Servicer and the Special Servicer shall, as the case may be, from time to time, take all such reasonable actions as
are required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed on “watch”
status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency. In no event shall the remedy
for a breach of the foregoing covenant extend beyond termination pursuant to Section 7.01(a)(viii) and the resulting operation
of Section 7.01(b) and (c). The operation of this subsection (e) shall not be construed to limit the effect
of Section 7.01(a)(viii).


(f)               
Notwithstanding the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced Companion
Loan, the related holder of a Serviced Companion Loan or the rating on any class of certificates backed, wholly or partially, by any Serviced
Companion Loan Securities, and if the Master Servicer is not otherwise terminated, or (2) if a Servicer Termination Event on the part
of the Master Servicer affects only a Serviced Companion Loan, the related holder of a Serviced Companion Loan or the rating on any class
of certificates backed, wholly or partially, by any Serviced Companion Loan Securities, then the Master Servicer may not be terminated
by or at the direction of the related holder of such Serviced Companion Loan or the holders of any certificates backed, wholly or partially,
by such Serviced Companion Loan, but upon the written direction of the related holder of such Serviced Companion Loan, the Master Servicer
shall be required to appoint a sub-servicer that will be responsible for servicing the related Serviced Whole Loan.


(g)              
(i) Notwithstanding anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer
Loan, if any, the Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence and
continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan as to the Directing
Certificateholder or the majority of the Controlling Class, the Directing Certificateholder shall appoint (and may remove and replace
with or without cause) an Excluded Special Servicer, as successor to the resigning Special




    	 	-390-	 



     


    

Servicer, for the related Excluded Special
Servicer Loan in accordance with this Agreement. After the occurrence and during the continuance of a Control Termination Event or if
at any time the applicable Excluded Special Servicer Loan is also an Excluded Loan as to the Directing Certificateholder or the majority
of the Controlling Class, the resigning Special Servicer shall use commercially reasonable efforts to select the related Excluded Special
Servicer. The Special Servicer shall not have any liability with respect to the actions or inactions of the applicable Excluded Special
Servicer or with respect to the identity of the applicable Excluded Special Servicer, and absent negligence, willful misconduct or bad
faith by the resigning Special Servicer, the resigning Special Servicer and any of its directors, members, managers, officers, employees
and agents shall be entitled to be indemnified and held harmless by the Trust against any loss, liability or expense arising out of the
actions or inactions and identity of the Excluded Special Servicer. It shall be a condition to any such appointment that (i) the
Rating Agencies confirm that the appointment would not result in a qualification, downgrade or withdrawal of any of their then-current
ratings of the Certificates and the equivalent from each NRSRO hired to provide ratings with respect to any Serviced Companion Loan Securities,
(ii) the related Excluded Special Servicer, as certified by such Excluded Special Servicer, is a Qualified Replacement Special Servicer
and (iii) the related Excluded Special Servicer delivers to the Depositor (and the Certificate Administrator) and any applicable
Other Depositor (and any applicable Other Certificate Administrator), the information, if any, required under Item 6.02 of Form 8-K
pursuant to the Exchange Act regarding itself in its role as Excluded Special Servicer.


If at any time the Special
Servicer is no longer a Borrower Party (including, without limitation, as a result of the related Mortgaged Property becoming an REO Property)
with respect to an Excluded Special Servicer Loan, (1) the related Excluded Special Servicer shall resign, (2) the related Mortgage Loan
or Serviced Whole Loan shall no longer be an Excluded Special Servicer Loan, (3) the Special Servicer shall become the Special Servicer
again for such related Mortgage Loan or Serviced Whole Loan and (4) the Special Servicer shall be entitled to all special servicing compensation
with respect to such Mortgage Loan or Serviced Whole Loan earned during such time on and after such Mortgage Loan or Serviced Whole Loan
is no longer an Excluded Special Servicer Loan.


The applicable Excluded Special
Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Loan and shall be entitled
to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such time as the related Mortgage
Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided that the Special Servicer shall remain entitled to all
other special servicing compensation with respect all Mortgage Loans and Serviced Whole Loans that are not Excluded Special Servicer Loans
during such time).


If a Servicing Officer of
the Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as applicable, has actual knowledge that a Mortgage
Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special Servicer Loan, as applicable, the Master
Servicer, the related Excluded Special Servicer or Special Servicer, as applicable, shall provide prompt written notice thereof to each
of the other parties to this Agreement.






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Section 7.02       
Trustee to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer, as the case
may be, either resigns pursuant to subsection (a) of the first sentence of Section 6.05 or receives a notice of
termination for cause pursuant to Section 7.01(b), and provided that no acceptable successor has been appointed
within the time period specified in Section 7.01(c), the Trustee shall be the successor to such party, until such successor
to the Master Servicer or the Special Servicer, as applicable, is appointed as provided in this Section 7.02 or by the Directing
Certificateholder as provided in Section 7.01(d), as applicable, in all respects in its capacity as Master Servicer or
Special Servicer, as applicable, under this Agreement and the transactions set forth or provided for herein and shall be subject to,
and have the benefit of, all of the rights, (subject to Section 3.11 and Section 6.04) benefits, responsibilities,
duties, liabilities and limitations on liability relating thereto and that arise thereafter placed on or for the benefit of the Master
Servicer or Special Servicer, as applicable, by the terms and provisions hereof; provided, however, that any failure to
perform such duties or responsibilities caused by the terminated party’s failure under Section 7.01 to provide information
or moneys required hereunder shall not be considered a default by such successor hereunder. The appointment of a successor master servicer
shall not affect any liability of the predecessor master servicer which may have arisen prior to its termination as Master Servicer,
and the appointment of a successor special servicer shall not affect any liability of the predecessor Special Servicer which may have
arisen prior to its termination as Special Servicer. The Trustee in its capacity as successor to the Master Servicer or the Special Servicer,
as the case may be, shall not be liable for any of the representations and warranties of the Master Servicer or the Special Servicer,
respectively, herein or in any related document or agreement, for any acts 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 that the Master Servicer would
have been entitled to if the Master Servicer had continued to act hereunder, including but not limited to any income or other benefit
from any Permitted Investment pursuant to Section 3.06, and subject to Section 3.11, and the Trustee as successor
to the Special Servicer shall be entitled to the Special Servicing Fees to which the Special Servicer would have been entitled if the
Special Servicer had continued to act hereunder. Should the Trustee succeed to the capacity of the Master Servicer or the Special Servicer,
as the case may be, the Trustee shall be afforded the same standard of care and liability as the Master Servicer or the Special Servicer,
as applicable, hereunder notwithstanding anything in Section 8.01 to the contrary, but only with respect to actions taken
by it in its role as successor master servicer or successor special servicer, as the case may be, and not with respect to its role as
Trustee hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to act as successor to the Master Servicer or
the Special Servicer, as applicable, or shall, if it is unable to so act, or if the Trustee is not approved as a servicer by each Rating
Agency, or if, (i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect
to any Excluded Loan as to the Directing Certificateholder or the majority of the Controlling Class, the Directing Certificateholder
or the Holders of Certificates entitled to 25% 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




    	 	-392-	 



     


    

Section 6.05 and otherwise herein,
as the successor to the Master Servicer or the Special Servicer, as applicable, hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer or Special Servicer hereunder. No appointment of a successor to the Master
Servicer or the Special Servicer hereunder shall be effective until (i) the assumption in writing by the successor to the Master
Servicer or the Special Servicer of all its responsibilities, duties and liabilities hereunder that arise thereafter, (ii) upon receipt
of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25), (iii) which appointment has been approved (prior
to the occurrence and continuance of a Control Termination Event and other than with respect to an Excluded Loan as to the Directing Certificateholder
or the majority of the Controlling Class) by the Directing Certificateholder, such approval not to be unreasonably withheld and (iv) the
Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings
have been completed with respect to any related Companion Loan. Pending appointment of a successor to the Master Servicer or the Special
Servicer hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity as herein above
provided. In connection with such appointment and assumption of a successor to the Master Servicer or Special Servicer as described herein,
the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor
shall agree; provided, however, that no such compensation with respect to a successor master servicer or successor special
servicer, as the case may be, shall be in excess of that permitted the terminated Master Servicer or Special Servicer, as the case may
be, hereunder. The Trustee, the Master Servicer or the Special Servicer (whichever is not the terminated party) and such successor shall
take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Any costs and expenses associated
with the transfer of the servicing function (other than with respect to a termination without cause) under this Agreement shall be borne
by the predecessor master servicer or special servicer, as applicable. If such predecessor master servicer or special servicer (as the
case may be) has not reimbursed the party requesting such termination or the successor master servicer or special servicer for such expenses
within ninety (90) days after the presentation of reasonable documentation, such expense shall be reimbursed by the Trust; provided
that the terminated Master Servicer or Special Servicer shall not thereby be relieved of its liability for such expenses. If and to the
extent that the terminated Master Servicer or Special Servicer has not reimbursed such costs and expenses, the party requesting such termination
shall have an affirmative obligation to take all reasonable actions to collect such expenses on behalf of the Trust. In the event of a
termination without cause, such costs and expenses shall be borne by the party requesting such termination, or as otherwise set forth
herein; provided that the Certificate Administrator and the Trustee shall not bear any such costs and expenses. For the avoidance
of doubt, if the Trustee is terminating the Master Servicer or Special Servicer in accordance with this Agreement at the direction of
any party or parties permitted to direct the Trustee to so terminate the Master Servicer or Special Servicer pursuant to this Agreement,
the Trustee shall not have any liability for such expenses pursuant to this paragraph.






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Section 7.03       
Notification to Certificateholders. (a)  Upon any resignation of the Master Servicer or the Special Servicer
pursuant to Section 6.05, any termination of the Master Servicer or the Special Servicer pursuant to Section 7.01
or any appointment of a successor to the Master Servicer or the Special Servicer pursuant to Section 7.02, the Certificate
Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate
Register.


Not later than the later
of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse of time or both, would constitute
a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator would be deemed to have notice of the occurrence
of such an event in accordance with Section 8.02(vii), the Certificate Administrator shall transmit by mail to the Depositor
and all Certificateholders (and, if a Serviced Whole Loan is affected, the related Serviced Companion Noteholder) notice of such occurrence,
unless such default shall have been cured.


Section 7.04       
Waiver of Servicer Termination Events. The Holders of Certificates representing at least 66-2/3% of the Voting Rights allocated
to each Class of Certificates affected by any Servicer Termination Event hereunder may waive such Servicer Termination Event within twenty
(20) days of the receipt of notice from the Certificate Administrator of the occurrence of such Servicer Termination Event; provided,
however, that a Servicer Termination Event under clause (i), (ii) or (viii) of Section 7.01(a) may be waived
only by all of the Certificateholders of the affected Classes and a Servicer Termination Event under clause (iii) of Section 7.01(a)
relating to Exchange Act reporting may be waived only with the consent of the Depositor. Upon any such waiver of a Servicer Termination
Event, such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon
any such waiver of a Servicer Termination Event by Certificateholders, the Trustee and the Certificate Administrator shall be entitled
to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such Servicer Termination
Event prior to such waiver from the Trust. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair
any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes
of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor
or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they would
if any other Person held such Certificates.


Section 7.05       
Trustee as Maker of Advances. In the event that the Master Servicer fails to fulfill its obligations hereunder to make any
Advances and such failure remains uncured, the Trustee shall perform such obligations (x) within five (5) Business Days following
such failure by the Master Servicer with respect to Servicing Advances resulting in a Servicer Termination Event under Section 7.01(a)(iii)
to the extent a Responsible Officer of the Trustee has actual knowledge of such failure with respect to such Servicing Advances and (y) by
noon, New York City time, on the related Distribution Date with respect to P&I Advances pursuant to the Certificate Administrator’s
notice of failure pursuant to Section 4.03(a) unless such failure has been cured. With respect to any such Advance made by
the Trustee, the Trustee shall succeed to all of the Master Servicer’s rights with respect to Advances hereunder, including, without
limitation, the Master Servicer’s rights of reimbursement and interest on each Advance




    	 	-394-	 



     


    

at the Reimbursement Rate, and rights to determine
that a proposed Advance is a Nonrecoverable P&I Advance or Servicing Advance, as the case may be, (without regard to any impairment
of any such rights of reimbursement caused by such Master Servicer’s default in its obligations hereunder); provided, however,
that if Advances made by the Trustee and the Master Servicer shall at any time be outstanding, or any interest on any Advance shall be
accrued and unpaid, all amounts available to repay such Advances and the interest thereon hereunder shall be applied entirely to the Advances
outstanding to the Trustee, until such Advances shall have been repaid in full, together with all interest accrued thereon, prior to reimbursement
of the Master Servicer for such Advances. The Trustee shall be entitled to conclusively rely on any notice given with respect to a Nonrecoverable
Advance hereunder.


[End of Article VII]


Article VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


Section 8.01       
Duties of the Trustee and the Certificate Administrator. (a)  The Trustee and the Certificate Administrator, prior
to the occurrence of a Servicer Termination Event and after the curing or waiving of all Servicer Termination Events which may have occurred,
undertake to perform such duties and only such duties as are specifically set forth in this Agreement. If a Servicer Termination Event
occurs and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree
of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.
Any permissive right of the Trustee and the Certificate Administrator contained in this Agreement shall not be construed as a duty.


(b)             
The Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required to be furnished
to the Trustee or the Certificate Administrator pursuant to any provision of this Agreement (other than the Mortgage Files, the review
of which is specifically governed by the terms of Article II, any CREFC® reports and any information delivered
for posting to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website), shall examine them to
determine whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to the requirements
of this Agreement in a material manner, the Trustee or the Certificate Administrator shall notify the party providing such instrument
and requesting the correction thereof. The Trustee or the Certificate Administrator shall not be responsible for the accuracy or content
of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Master
Servicer or the Special Servicer or another Person, and accepted by the Trustee or the Certificate Administrator in good faith, pursuant
to this Agreement.


(c)             
No provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its
own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however, that:




    	 	-395-	 



     


    

(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;


(ii)              
Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good faith
by a Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall be proved
that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts; and


(iii)             
Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken, suffered
or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25% of
the percentage interest of each affected Class, or of the Voting Rights of the Certificates, relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred
upon the Trustee or the Certificate Administrator, under this Agreement (unless a higher percentage of Voting Rights is required for such
action).


(d)             
The Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the Serviced
Companion Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this Agreement to
the extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification pursuant to
this Agreement.


Section 8.02       
Certain Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise provided in Section 8.01:


(i)               
The Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any
resolution, direction of the Depositor, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and
to have been signed or presented by the proper party or parties;


(ii)              
The Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of Counsel
shall be full and complete




    	 	-396-	 



     


    

authorization and protection in respect
of any action taken or suffered or omitted by it hereunder in good faith and in accordance therewith;


(iii)             
Neither the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested
in it by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct or defend
any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions
of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator, as applicable,
security or indemnity reasonably satisfactory to it, against the costs, expenses and liabilities which may be incurred therein or thereby;
neither the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, unless repayment of such
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




    	 	-397-	 



     


    

Administrator, as the case may be, may
not perform any duties hereunder through any Person that is a Prohibited Party;


(vii)            
For all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be deemed to have notice of
any Servicer Termination Event or Asset Representations Reviewer Termination Event or any act, failure or breach of any Person upon the
occurrence of which the Trustee or the Certificate Administrator may be required to act unless a Responsible Officer of the Trustee or
the Certificate Administrator, as applicable, has actual knowledge thereof or unless written notice of any event, act, failure or breach
which is in fact such a default is received by the Trustee or the Certificate Administrator at the respective Corporate Trust Office,
and such notice references the Certificates or this Agreement;


(viii)          
Neither the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer, the
Special Servicer (unless the Trustee is acting as Master Servicer or Special Servicer, as the case may be, in which case the Trustee
shall only be responsible for its own actions as Master Servicer or Special Servicer), the Operating Advisor, the Asset Representations
Reviewer or the Depositor;


(ix)             
Neither the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust Fund
unless it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as applicable,
negligence or willful misconduct was the primary cause of such insufficiency;


(x)              
In no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations
hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of its own negligence,
bad faith or willful misconduct;


(xi)              
Nothing herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable
law; and


(xii)           
Nothing herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect
to its rights and protections relative to the Trust.


The Trustee and the Certificate
Administrator shall be entitled to all of the same rights, protections, immunities and indemnities afforded to it as Trustee or Certificate
Administrator, as the case may be, in each capacity for which it serves hereunder (including, without limitation, as Custodian, Certificate
Registrar, 17g-5 Information Provider and Authenticating Agent).


Section 8.03       
Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans. The recitals
contained herein and in the Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator in Section 2.02
and 2.04 and the signature, if any, of the Certificate Registrar and Authenticating Agent set forth on any outstanding Certificate,
shall be taken as the statements of the Depositor, the Master Servicer or the Special Servicer, as the case may be, and the Trustee or
the Certificate




    	 	-398-	 



     


    

Administrator assume no responsibility for
their correctness. Neither the Trustee nor the Certificate Administrator makes any representations as to the validity or sufficiency of
this Agreement or of any Certificate (other than as to the signature, if any, of the Trustee or the Certificate Administrator set forth
thereon) or of any Mortgage Loan or 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
the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the
Depositor, the Master Servicer or the Special Servicer and accepted by the Trustee or the Certificate Administrator, in good faith, pursuant
to this Agreement.


Section 8.04       
Trustee or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each in its individual
capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and may deal with the Depositor,
the Master Servicer, the Special Servicer or the Underwriters in banking transactions, with the same rights it would have if it were not
Trustee or the Certificate Administrator.


Section 8.05       
Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator. (a)  As
compensation for the performance of their respective duties hereunder, the Trustee will be paid the Trustee Fee, which shall cover recurring
and otherwise reasonably anticipated expenses of the Trustee, and the Certificate Administrator will be paid the Certificate Administrator
Fee equal to the Certificate Administrator’s portion of one month’s interest at the Certificate Administrator Fee Rate, which
shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Trustee Fee and Certificate
Administrator Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage Loan and REO Loan (other
than the portion of an REO Loan related to any Companion Loan), the Certificate Administrator shall pay to the Trustee monthly the Trustee
Fee from the Certificate Administrator Fee, which Certificate Administrator Fee shall accrue from time to time at the Certificate Administrator
Fee Rate and the Certificate Administrator Fee shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan and
a 360-day year consisting of twelve 30-day months. The Trustee Fee (which shall not be limited to any provision of law in regard
to the compensation of a trustee of an express trust) shall constitute the Trustee’s sole form of compensation for all services
rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers, rights and duties
of the Trustee hereunder, except for the reimbursement of expenses specifically provided for herein. The Certificate Administrator Fee
shall constitute the Certificate Administrator’s sole form of compensation for the exercise and performance of its powers and duties
hereunder, except for the reimbursement of expenses specifically provided for herein. No Trustee Fee or Certificate Administrator Fee
shall be payable with respect to any Companion Loan.




    	 	-399-	 



     


    

(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 investigation, counsel fees, damages, judgments and amounts paid in settlement, and expenses incurred
in becoming successor master servicer or successor special servicer, to the extent not otherwise paid hereunder) arising out of, or incurred
in connection with, any act or omission of the Trustee or the Certificate Administrator, respectively, relating to its enforcement of
its indemnification under this Agreement or relating to the exercise and performance of any of the powers, rights and duties of the Trustee
or the Certificate Administrator, respectively, hereunder; provided, however, that none of the Trustee or the Certificate
Administrator, nor any of the other above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b)
for (i) allocable overhead, (ii) expenses or disbursements incurred or made by or on behalf of the Trustee or the Certificate
Administrator, respectively, in the normal course of the Trustee or the Certificate Administrator, respectively, performing its duties
in accordance with any of the provisions hereof, which are not “unanticipated expenses incurred by the REMIC” within the meaning
of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required to be borne thereby
pursuant to the terms hereof or (iv) any loss, liability or expense incurred by reason of willful misconduct, bad faith or negligence
in the performance of the Trustee’s or the Certificate Administrator’s, respectively, obligations and duties hereunder, or
by reason of negligent disregard of such obligations or duties, or as may arise from a breach of any representation or warranty of the
Trustee specified in Section 8.12 or the Certificate Administrator specified in Section 8.14, respectively, made
herein. The provisions of this Section 8.05(b) shall survive the termination of this Agreement and any resignation or removal
of the Trustee or the Certificate Administrator, respectively, and appointment of a successor thereto. The foregoing indemnity shall also
apply to the Certificate Administrator in all of its capacities hereunder, including Custodian, Certificate Registrar and Authenticating
Agent.


(c)              
The Certificate Administrator shall indemnify and hold harmless the Depositor (and, with respect to Certificate Administrator,
the Mortgage Loan Sellers) from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related
costs, judgments and other costs and expenses incurred by the Depositor (and, with respect to the Certificate Administrator, any Mortgage
Loan Seller or its Affiliates) pursuant to a third party claim under the Securities Act, the Exchange Act or otherwise that arise out
of or are based upon (i) with respect to the Certificate Administrator, a breach by the Certificate Administrator, in its capacity
as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator is required to make information available
to a Privileged Person that is an NRSRO, of its obligations under this Agreement or (ii) negligence, bad faith or willful misconduct on
the part of the Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate
Administrator is required to make information available to a Privileged Person that is an NRSRO, in the performance of such obligations
or its negligent disregard of its obligations and duties under this Agreement.






    	 	-400-	 



     


    

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), (ii) in
the case of the Trustee, an institution whose long-term senior unsecured debt is rated at least (a) “A” by Fitch (or
a short-term rating “F1” by Fitch), (b) “BBB” by S&P, and (c) if rated by DBRS Morningstar, “A”,
or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation; (iii) in the case of
the certificate administrator, an institution whose long-term senior unsecured debt rating or issuer rating is at least “BBB(high)”
by DBRS Morningstar provided that Computershare Trust Company, National Association will be deemed to have met the eligibility requirement
in this clause (iii) so long as it maintains a long-term senior unsecured debt rating or an issuer credit rating of at least “BBB”
by any NRSRO or such other rating with respect to which DBRS Morningstar has provided a Rating Agency Confirmation; and (iv) an entity
that is not a Prohibited Party.


If such corporation, national
bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation,
national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report
of condition so published. In the event the place of business from which the Certificate Administrator administers the Trust REMICs or
the Grantor Trust or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust
on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) or a grantor trust, the Certificate
Administrator or the Trustee, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified
in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Trust REMICs and/or the Grantor
Trust, as applicable, from a state and local jurisdiction that does not impose such a tax.


Section 8.07       
Resignation and Removal of the Trustee and Certificate Administrator. (a)  The Trustee and the Certificate Administrator
may at any time resign and be discharged from the trusts hereby created by giving not less than sixty (60) days’ prior written notice
thereof to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, the
Operating Advisor, the Asset Representations Reviewer, 17g-5 Information Provider and all Certificateholders. The Certificate Administrator
shall post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and provide notice
of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall promptly
post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c). Upon receiving
such notice of resignation, the Depositor shall use its reasonable best efforts to promptly appoint a successor trustee or certificate
administrator and, prior to the occurrence and continuance of a




    	 	-401-	 



     


    

Control Termination Event, acceptable to the
Directing Certificateholder by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee or Certificate
Administrator and to the successor trustee or certificate administrator. A copy of such instrument shall be delivered to the Master Servicer,
the Special Servicer, the Certificateholders and the Certificate Administrator or the Trustee, as applicable, by the Depositor. In the
event of a resignation pursuant to this Section 8.07(a), the resigning Trustee or Certificate Administrator, as the case may
be, must pay all costs and expenses associated with the transfer of its responsibilities. If no successor trustee or certificate administrator
shall have been so appointed and have accepted appointment within ninety (90) days after the giving of such notice of resignation, the
resigning Trustee or Certificate Administrator may petition any court of competent jurisdiction for the appointment of a successor trustee
or certificate administrator, as applicable, and any expenses associated with such petition shall be an expense of the Trust.


(b)              
If at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.06
(and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written request therefor by
the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable of acting, or
shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of its property shall be appointed,
or any public officer shall take charge or control of the Trustee or Certificate Administrator or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, or if the Trustee or Certificate Administrator (if different than the Trustee) shall fail
(other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder
or as a result of other circumstances beyond the Trustee’s or Certificate Administrator’s, as applicable, reasonable control),
to timely publish any report to be delivered, published or otherwise made available by the Certificate Administrator pursuant to Section 4.02
and such failure shall continue unremedied for a period of five (5) days, or if the Certificate Administrator fails to make distributions
required pursuant to Section 4.01 or Section 9.01, then the Depositor may remove the Trustee or Certificate Administrator,
as applicable, and appoint a successor trustee or certificate administrator, by written instrument, in duplicate, which instrument shall
be delivered to the Trustee or Certificate Administrator so removed and to the successor trustee or certificate administrator in the case
of the removal of the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the Master Servicer, the Special
Servicer and the Certificateholders by the Depositor. If no successor trustee or certificate administrator has accepted an appointment
within ninety (90) days after the giving of notice of removal, the removed trustee or certificate administrator, as applicable, may petition
any court of competent jurisdiction to appoint a successor trustee or certificate administrator, as applicable, and such petition shall
be an expense of the Trust. In the event of any such termination with cause pursuant to this Section 8.07(b), the removed
trustee or certificate administrator, as applicable, shall be responsible for all costs and expenses necessary to effect the transfer
of responsibilities.


(c)              
The Holders of Certificates entitled to at least 50% of the Voting Rights may at any time upon thirty (30) days’ prior written
notice, with or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator
by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the




    	 	-402-	 



     


    

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 hereof and any other Form 8-K filings have been completed
with respect to any related Companion Loan. Further, the resigning Trustee or Certificate Administrator, as the case may be, shall pay
all costs and expenses associated with the transfer of its duties.


If the same party is acting
as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party in its capacity as Trustee or Certificate
Administrator, as applicable, shall also result in such party’s removal in its capacity as Trustee or Certificate Administrator,
as applicable, and the Depositor shall appoint a successor certificate administrator and a successor trustee, in each instance meeting
the eligibility requirements set forth hereunder.


Upon any succession of the
Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator shall be entitled to the
payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for services rendered and expenses incurred
(including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator shall be personally liable for any action
or omission of any successor trustee or certificate administrator.


(e)              
Upon the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the
termination of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note 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-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16 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




    	 	-403-	 



     


    

for the registered Holders of BBCMS Mortgage
Trust 2022-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16 or in blank; provided, however, that,
notwithstanding anything to the contrary herein, to the extent any such endorsement of such Mortgage Note requires the signature of the
related Mortgage Loan Seller in order to comply with the foregoing, then the 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, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer
and to its predecessor Trustee or Certificate Administrator an instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor Trustee or Certificate Administrator shall become effective and such successor trustee or certificate administrator
without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as Trustee or Certificate Administrator herein. The predecessor Trustee shall deliver
to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at
the time held on its behalf by a Custodian, which Custodian, at Custodian’s option shall become the agent of the successor trustee),
and the Depositor, the Master Servicer, the Special Servicer and the predecessor Trustee shall execute and deliver such instruments and
do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights,
powers, duties and obligations, and to enable the successor trustee to perform its obligations hereunder.


(b)              
No successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this Section 8.08
unless at the time of such acceptance such successor trustee or successor certificate administrator, as applicable, shall be eligible
under the provisions of Section 8.06.


(c)              
Upon acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the Depositor
and the Certificateholders. If the Master Servicer fails to deliver such notice within ten (10) days after acceptance of appointment by
the successor trustee or successor certificate administrator, as




    	 	-404-	 



     


    

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 or for enforcement actions or where a conflict
of interest exists, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments
to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate
trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title
to the Trust, or any part thereof, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations,
rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined
in such appointment within fifteen (15) days after the receipt by it of a request to do so, or in case a Servicer Termination Event shall
have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and no notice
to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08.
All co-trustee fees shall be payable out of the Trust Fund.


(b)              
In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers,
duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee
and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular
act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or the Special Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed by such
separate trustee or co-trustee at the direction of the Trustee.




    	 	-405-	 



     


    

(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 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




    	 	-406-	 



     


    

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;


(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; and


(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.


Section 8.13       
Provision of Information to Certificate Administrator, Master Servicer and Special Servicer. The Master Servicer shall promptly,
upon request, provide the Special Servicer and the Certificate Administrator with notice of any change in the identity and/or contact
information of any Serviced Companion Noteholder (to the extent it receives written notice of such change). The Certificate Administrator,
Master Servicer and Special Servicer may each conclusively rely on the information provided to them regarding identity




    	 	-407-	 



     


    

and/or contact information regarding any Serviced
Companion Noteholder, and the Certificate Administrator, Master Servicer and Special Servicer, as applicable, shall have no liability
for notices not sent to the correct Serviced Companion Noteholders or any obligation to determine the identity and/or contact information
of the Serviced Companion Noteholders to the extent updated or correct information regarding the holders of any of the Serviced Companion
Noteholders or the most recent identity and/or contact information regarding any of the Serviced Companion Noteholders has not been provided
to the Certificate Administrator, Master Servicer or Special Servicer, as applicable.


Section 8.14       
Representations and Warranties of the Certificate Administrator. The Certificate Administrator hereby represents and warrants
to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced
Companion Noteholder, and the Trustee, for the benefit of the Certificateholders, as of the Closing Date, that:


(i)               
The Certificate Administrator is a national banking association duly organized under the laws of the United States of America,
duly organized, validly existing and in good standing under the laws thereof;


(ii)              
The execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the terms
of this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws or
constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;


(iii)            
The Certificate Administrator has the full power and authority to enter into and consummate all transactions contemplated by this
Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


(iv)            
This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance with the terms
hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement
of creditors’ rights generally and the rights of creditors of national banking associations specifically and (b) general
principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


(v)             
The Certificate Administrator is not in violation of, and its execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter,
or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Certificate
Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the




    	 	-408-	 



     


    

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; and


(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.


Section 8.15       
Compliance with the PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in effect from
time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering
(“Applicable Laws”), each of the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer
is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship
with the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable. Accordingly, each of the
parties to this Agreement agrees to provide to the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer,
upon its respective reasonable request from time to time such identifying information and documentation as may be available for such party
in order to enable the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer to comply with Applicable
Laws.


[End of Article VIII]


Article IX



TERMINATION


Section 9.01       
Termination upon Repurchase or Liquidation of All Mortgage Loans. 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 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




    	 	-409-	 



     


    

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, unless the Master Servicer
or the Special Servicer, as applicable, is the 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 Certificates are no longer outstanding,
the voluntary exchange by the Sole Certificateholder of all the then-outstanding Certificates (other than the Class R and Class S
Certificates) 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, of which (a) an amount equal to the product of (x) the VRR Percentage and (y) the
Termination Purchase Amount shall be paid to the Class VRR Certificateholders in exchange for the surrender of the Class VRR Certificates,
and (b) an amount equal to the product of (i) the Non-VRR Percentage and (ii) the Termination Purchase Amount shall be deemed paid to
the Trust and deemed distributed to the holder or holders described in the immediately succeeding paragraph in exchange for the then-outstanding
Non-VRR Certificates pursuant to the terms of the immediately succeeding paragraph; provided, however, that in no event
shall the Trust created hereby continue beyond the expiration of twenty-one (21) years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James’s, living on the date hereof.
Upon termination of the Trust pursuant to clause (i) of the immediately preceding sentence, the Custodian shall release or cause to be
released to the Master Servicer, at the address provided in Section 13.05 of this Agreement or to such other address designated
by the Master Servicer in writing, any Mortgage Files remaining in its possession.


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D
and Class E Certificates are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Non-VRR Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall
have the right, with the consent of the Master Servicer, to exchange all of the outstanding Certificates (other than the Class R
and Class S Certificates together with the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund as contemplated by clause (iii) of the first paragraph of this Section 9.01
by giving written notice to all the parties hereto no later than sixty (60) days prior to the anticipated date of exchange. In the event
that the Sole Certificateholder elects to exchange all of the outstanding Certificates (other than the Class R and Class S Certificates)
for all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust in accordance with the preceding
sentence, such




    	 	-410-	 



     


    

Sole Certificateholder, not later than the
Distribution Date on which the final distribution on the Certificates is to occur, shall (i) remit to the Master Servicer for deposit
in the Collection Account an amount in immediately available funds equal to (a) the product of the VRR Percentage and 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 Non-VRR Certificates)
an amount equal to the product of the Non-VRR Percentage and the Termination Purchase Amount. In addition, the Master Servicer shall transfer
all amounts required to be transferred to the Lower-Tier REMIC Distribution Account and the Excess Interest Distribution Account on
the P&I Advance Date related to such Distribution Date in which the final distribution on the Certificates is to occur from the Collection
Account pursuant to the first paragraph of Section 3.04(b) (provided, however, that if a Serviced Whole Loan
is secured by REO Property, the portion of the above-described purchase price allocable to such Trust’s portion of REO Property
shall initially be deposited into the related REO Account). Upon confirmation that such final deposits have been made and following the
surrender of all its Non-VRR Certificates (other than the Class R and Class S Certificates) on the applicable Distribution Date,
(i) the Certificate Administrator shall remit to the Class VRR Certificateholders in immediately available funds an amount equal to the
product of the VRR Percentage and the Termination Purchase Amount and (ii) 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 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




    	 	-411-	 



     


    

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 Cut-off Date
Balance of the Mortgage Loans (solely for the purposes of this calculation, if such right is being exercised after the Distribution Date
in June 2032 and the Village at Mitchell Ranch Mortgage Loan and/or the CVS Pawtucket Mortgage Loan is still an asset or are still assets
of the Trust, then any such Mortgage Loan will be excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans
and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off Date) 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 applicable, shall deposit in the Lower-Tier REMIC Distribution Account not later than the P&I
Advance Date relating to the Distribution Date on which the final distribution on the Certificates is to occur, an amount in immediately
available funds equal to the above-described purchase price (exclusive of any portion thereof payable to any Person other than the
Certificateholders pursuant to Section 3.05(a), which portion shall be deposited in the Collection Account). In addition,
the Master Servicer shall transfer to the Lower-Tier REMIC Distribution Account all amounts required to be transferred thereto on
such P&I Advance Date from the Collection Account pursuant to the first paragraph of Section 3.04(b), together with any
other amounts on deposit in the Collection Account that would otherwise be held for future distribution. Upon confirmation that such final
deposits and payments have been made, the Custodian shall release or cause to be released to the Master Servicer, the Special Servicer,
the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable, the Mortgage Files
for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it by the Master Servicer,
the Special Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable,
as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund.


For purposes of this Section 9.01,
the Holders of the majority of the Controlling Class shall have the first option to terminate the Upper-Tier REMIC and Lower-Tier
REMIC, then the Special Servicer, then the Master Servicer, and then the Holders of the Class R Certificates. For purposes of this
Section 9.01, the Directing Certificateholder with the consent 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, the Trustee and the 17g-5 Information Provider in accordance with the provisions of




    	 	-412-	 



     


    

Section 3.13(c) (who shall promptly
post a copy of such additional notice on the 17g-5 Information Provider’s Website in accordance with the provisions of Section 3.13(c))
and, if not previously notified pursuant to this Section 9.01, to the other parties hereto mailed (a) in the event such
notice is given in connection with the purchase of all of the Mortgage Loans and each REO Property remaining in the Trust Fund, not earlier
than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the Certificates,
or (b) otherwise during the month of such final distribution on or before the P&I Advance Determination Date in such month, in
each case specifying (i) the Distribution Date upon which the Trust will terminate and final payment of the Certificates will be
made, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date
is not applicable, payments being made only upon presentation and surrender of the Certificates at the offices of the Certificate Registrar
or such other location therein designated.


After transferring the Lower-Tier
Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable to the Regular Certificates
pursuant to Section 4.01(f) to the Upper-Tier REMIC Distribution Account, in each case pursuant to Section 3.04(b)
and upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution Date, the Certificate Administrator
shall distribute to each Certificateholder so presenting and surrendering its Certificates (i) such Certificateholder’s Percentage
Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC Distribution Account that are allocable to payments
on the Class of Certificates so presented, (ii) to Holders of the Excess Interest Certificates so presented, any amounts remaining
on deposit in the Excess Interest Distribution Account, and (iii) any remaining amount shall be distributed to the Class R Certificates
in respect of the Class LR Interest or the Class UR Interest, as applicable. Amounts transferred from the Lower-Tier REMIC
Distribution Account to the Upper-Tier REMIC Distribution Account as of the final Distribution Date, shall be distributed in termination
and liquidation of the Lower-Tier Regular Interests and the Class LR Interest in accordance with Sections Section 4.01(a),
4.01(c), 4.01(d) and 4.01(f). 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(k).


Section 9.02       
Additional Termination Requirements. In the event the Master Servicer or the Special Servicer purchases, or the Holders
of the Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s portion
of each REO Property remaining in the Trust Fund as provided in Section 9.01, the Upper-Tier REMIC and Lower-Tier
REMIC shall be terminated in accordance with the following additional requirements, which meet the definition of a “qualified liquidation”
in Section 860F(a)(4) of the Code:


(i)               
the Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date of
mailing of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’ final
Tax Returns pursuant to Treasury Regulations Section 1.860F-1;


(ii)              
during the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates, the
Certificate Administrator on behalf




    	 	-413-	 



     


    

of the Trustee shall sell all of the
assets of the related Trust REMICs to the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the Holders of
the Class R Certificates, as applicable, for cash; and


(iii)               
within such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular Interests
and the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders
of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC) and in respect of
the Class UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained to meet claims), and the
Trust (if applicable) or the related Trust REMIC(s) shall terminate at that time.


[End of Article IX]


Article X



ADDITIONAL REMIC PROVISIONS


Section 10.01   
REMIC Administration. (a)  The Certificate Administrator shall make elections or cause elections to be made to
treat each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each such election will
be made on Form 1066 or other appropriate federal tax return for the taxable year ending on the last day of the calendar year in
which the Lower-Tier Regular Interests and the Regular Certificates are issued. For the purposes of the REMIC election in respect of the
Upper-Tier REMIC, each Class of the Regular Certificates and the VRR Upper-Tier Regular Interests shall be designated as a class of
“regular interests” and the Class UR Interest shall be designated as the sole class of “residual interests”
in the Upper-Tier REMIC. For purposes of the REMIC election in respect of the Lower-Tier REMIC, each Class of Lower-Tier Regular
Interests shall be designated as a class of “regular interests” and the Class LR Interest shall be designated as the
sole class of “residual interests” in the Lower-Tier REMIC. 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, the VRR Upper-Tier Regular Interests, and the Class UR Interest and (ii) in the Lower-Tier REMIC
other than the Lower-Tier Regular Interests and the Class LR Interest.


(b)              
The Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust REMIC within
the meaning of Section 860G(a)(9) of the Code.


(c)              
The Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either
such Trust REMIC and shall represent each such Trust REMIC in any administrative or judicial proceeding relating to an examination or
audit by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’ or
accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust and the
Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans and any REO Properties
on deposit in the Collection Account as provided by Section 3.05(a) unless such legal expenses and costs are incurred by reason
of the Certificate




    	 	-414-	 



     


    

Administrator’s willful misconduct, bad
faith or negligence. The Certificate Administrator shall be designated as the “partnership representative” within the meaning
of section 6223 of the Code, of each Trust REMIC. By their acceptance thereof, the Holders of the Class R Certificates hereby
agree to the irrevocable designation of the Certificate Administrator as the “partnership representative” of each Trust REMIC.


(d)              
The Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns
that it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee
shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne by the Certificate
Administrator without any right of reimbursement therefor. The Certificate Administrator shall prepare or cause to be prepared, and file
or cause to be filed with the IRS, on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC, an application for a taxpayer identification
number for such REMIC on IRS Form SS-4 or obtain such number by other permissible means. The Certificate Administrator shall be responsible
for the preparation of the related IRS Form W-9, if such form is requested. The Trustee shall be entitled to rely on the information contained
therein and is hereby directed to execute such IRS Form W-9; provided, however, the Certificate Administrator shall also be directed to
execute such IRS Form W-9 (in lieu of the Trustee) if permitted by IRS regulations.


(e)              
The Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such
information as is necessary for the application of any tax relating to the Transfer of such Class R Certificate to any Person who
is a Disqualified Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders such
information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount
and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service a Form 8811, within
thirty (30) days after the Closing Date. The Certificate Administrator shall prepare, and the Trustee shall sign, the Form 8811.


(f)               
The Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within the
Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary to maintain
the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate Administrator to the
extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicer nor the Special Servicer shall knowingly
or intentionally take any action, cause the Trust to take any action or fail to take (or fail to cause to be taken) any action reasonably
within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken,
as the case may be, could (i) cause any Trust REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax
upon any Trust REMIC or the Trust (including but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2)
of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net
income from foreclosure property”) (either such event, an “Adverse REMIC Event”) unless the Certificate Administrator
receives an Opinion of Counsel (at the expense of the party seeking to take such action or, if such party fails to pay such expense, and
the Certificate Administrator determines that taking such action is in the best interest of the Trust and the Certificateholders, at the
expense of the




    	 	-415-	 



     


    

Trust, but in no event at the expense of the
Certificate Administrator or the Trustee) to the effect that the contemplated action will not, with respect to the Trust or any Trust
REMIC created hereunder, cause the loss of such status or, unless the Certificate Administrator determines in its sole discretion to indemnify
the Trust against such tax, result in the imposition of such a tax (not including a tax on “net income from foreclosure property”).
The Trustee shall not take or fail to take any action (whether or not authorized hereunder) as to which the Certificate Administrator
has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect
to such action. The Certificate Administrator may consult with counsel to make such written advice, and the cost of same shall be borne
by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the expense of the Certificate Administrator
or the Trustee. At all times as may be required by the Code, the Certificate Administrator will to the extent within its control and the
scope of its duties more specifically set forth herein, maintain substantially all of the assets of each Trust REMIC as “qualified
mortgages” as defined in Section 860G(a)(3) of the Code and “permitted investments” as defined in Section 860G(a)(5)
of the Code.


(g)              
In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts
or additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders of
the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that with respect to the
estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c) of the Code
or any similar tax imposed by a state or local tax authority, the Special Servicer shall retain in the related REO Account a reserve for
the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised by the Certificate Administrator
in writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer shall request in order to pay such taxes.
Except as provided in the preceding sentence, the Master Servicer shall withdraw from the Collection Account sufficient funds to pay or
provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by any Trust REMIC (but such authorization
shall not prevent the Certificate Administrator from contesting, at the expense of the Trust (other than as a consequence of a breach
of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by
law, pending the outcome of such proceedings). The Certificate Administrator is hereby authorized to and shall segregate, into a separate
non-interest bearing account, the net income from any “prohibited transaction” under Section 860F(a) of the Code
or the amount of any taxable contribution to any Trust REMIC after the Startup Day that is subject to tax under Section 860G(d) of
the Code and use such income or amount, to the extent necessary, to pay such prohibited transactions tax. To the extent that any such
tax (other than any such tax paid in respect of “net income from foreclosure property”) is paid to the Internal Revenue Service
or applicable state or local tax authorities, the Certificate Administrator shall retain an equal amount from future amounts otherwise
distributable to the Holders of Class R Certificates (as applicable) and shall distribute such retained amounts, (x) 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 Non-VRR Realized Losses or VRR Realized Losses, as applicable,
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 and the Class VRR Certificates
in




    	 	-416-	 



     


    

the manner specified in Section 4.01(a)
to the extent they are fully reimbursed for any Non-VRR Realized Losses or VRR Realized Losses, as applicable, arising therefrom and then
to the Holders of the Class R Certificates in respect of the Class UR Interest. None of the Trustee, the Certificate Administrator, the
Master Servicer or the Special Servicer shall be responsible for any taxes imposed on any Trust REMIC except to the extent such taxes
arise as a consequence of a breach of their respective obligations under this Agreement which breach constitutes willful misconduct, bad
faith, or negligence by such party.


(h)              
The Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with
respect to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


(i)                
Following the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to any
Trust REMIC unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of the party
seeking to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause an Adverse REMIC
Event to occur.


(j)                
Neither the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC will
receive a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets other than
“qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined
in Section 860G(a)(5) of the Code.


(k)              
Solely for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date”
by which the Certificate Balance or Notional Amount of each Class of Regular Certificates and the VRR Upper-Tier Regular Interests and
by which the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests would be reduced to zero is the date that is
the Rated Final Distribution Date.


(l)                
None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall sell, dispose
of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of a Mortgage
Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed in lieu of foreclosure,
(ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to Article IX of this Agreement or
(iv) a purchase of Mortgage Loans pursuant to Article II or Article III of this Agreement) or acquire any
assets for the Trust or any Trust REMIC or sell or dispose of any investments in the Collection Account or the REO Account for gain unless
it has received an Opinion of Counsel that such sale, disposition or substitution will not (a) affect adversely the status of any
Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as
applicable, has determined in its sole discretion to indemnify the Trust against such tax, cause the Trust or any Trust REMIC to be subject
to a tax on “prohibited transactions” pursuant to the REMIC Provisions.


(m)            
The Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections




    	 	-417-	 



     


    

allowed under the Code (i) to avoid the
application of Section 6221 of the Code (or successor provisions) to any Trust REMIC and (ii) to avoid payment by any Trust
REMIC under Section 6225 of the Code (or successor provisions) of any tax, penalty, interest or other amount imposed under the Code
that would otherwise be imposed on any Holder of Class R Certificate, past or present. Each Holder of Class R Certificate agrees,
by acquiring such Certificate, to any such elections, and agrees to reasonably cooperate with the Certificate Administrator in connection
with any such election the Certificate Administrator determines in its discretion are necessary or advisable.


Section 10.02   
Use of Agents. (a)  The Trustee shall execute all of its obligations and duties under this Article X
through its Corporate Trust Office. The Trustee may execute any of its obligations and duties under this Article X either
directly or by or through agents, affiliates or attorneys. The Trustee shall not be relieved of any of its duties or obligations under
this Article X by virtue of the appointment of any such agents or attorneys.


(b)              
The Certificate Administrator may execute any of its obligations and duties under this Article X either directly or
by or through agents, affiliates or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations
under this Article X by virtue of the appointment of any such agents, affiliates or attorneys.


Section 10.03   
Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator. (a)  The Depositor
shall provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor receives a request from
the Certificate Administrator, all information or data that the Certificate Administrator reasonably determines to be relevant for tax
purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, Prepayment Assumptions
and projected cash flow of the Certificates.


(b)              
The Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable
notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates or the
Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties hereunder.


Section 10.04   
Appointment of REMIC Administrators. (a)  The Certificate Administrator may appoint at the Certificate Administrator’s
expense, one or more REMIC Administrators, which shall be authorized to act on behalf of the Certificate Administrator in performing the
functions set forth in Section 10.01 herein. The Certificate Administrator shall cause any such REMIC Administrator to execute
and deliver to the Certificate Administrator an instrument in which REMIC Administrator shall agree to act in such capacity, with the
obligations and responsibilities herein. The appointment of a REMIC Administrator shall not relieve the Certificate Administrator from
any of its obligations hereunder, and the Certificate Administrator shall remain responsible and liable for all acts and omissions of
the REMIC Administrator. Each REMIC Administrator must be acceptable to the Certificate Administrator and must be organized and doing
business under the laws of the United States of America or of any State and be subject to supervision or examination by federal or state
authorities. In the absence of any other Person appointed in accordance herewith acting as REMIC Administrator,




    	 	-418-	 



     


    

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 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




    	 	-419-	 



     


    

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-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16, and any Other Securitization subject
to Regulation AB that includes a Serviced Companion Loan, each of the Master Servicer, the Special Servicer, the Operating Advisor, the
Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor and the Certificate Administrator, and
any Other Depositor, Other Trustee and Other Certificate Administrator of any Other Securitization that includes a Serviced Companion
Loan, as applicable, to deliver or make available to the Depositor or the Certificate Administrator, and any such Other Depositor, Other
Trustee or Other Certificate Administrator, as applicable (including any of its assignees or designees), any and all statements, reports,
certifications, records and any other information (in its possession or reasonably attainable) necessary in the reasonable good faith
determination of the Depositor or such Other Depositor, as applicable, to permit the Depositor or such Other Depositor, as applicable,
to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Custodian, the Asset Representations Reviewer and the Certificate Administrator, as applicable,
and any Sub-Servicer, or the servicing of the Mortgage Loans (and the related Serviced Companion Loan, if applicable), reasonably
believed by the Depositor or the related Other Depositor to be necessary in order to effect such compliance. Each party to this Agreement
shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event,
shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor and each Other Depositor
to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to
exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal
action against such third party in connection with such obligation.


Section 11.02   
 Succession; Subcontractors. (a)  As a condition to the succession to the Master Servicer and Special Servicer
or to any Sub-Servicer (but only if such Sub-Servicer is a Servicing Function Participant and a servicer as contemplated by Item 1108(a)(2))
as servicer or sub-servicer under this Agreement by any Person (i) into which the Master Servicer and Special Servicer or such
Sub-Servicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Master Servicer and Special
Servicer or to any such Sub-Servicer, the person removing and replacing the Master Servicer and Special Servicer shall provide to
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator and each Other Depositor, as applicable, at least
fifteen (15) calendar days prior to the effective date of such succession or appointment (or such shorter period as is agreed to
by the Depositor), (x) written notice to the Depositor, the Other Depositor and the Other Certificate Administrator of such succession
or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information relating to
such successor reasonably requested by the Depositor, Other Depositor or Other Certificate Administrator in order to comply with its reporting
obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required
to be filed under the Exchange Act); provided, however that if disclosing such information prior to such effective date
would violate any applicable law or confidentiality agreement, the Master Servicer, the Special Servicer or any Additional Servicer,




    	 	-420-	 



     


    

as the case may be, shall submit such disclosure
to the Depositor and the Other Depositor no later than the first Business Day after the effective date of such succession or appointment.


(b)              
Each of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor, the Asset Representations
Reviewer and the Certificate Administrator (each of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the
Asset Representations Reviewer and the Certificate Administrator and each Sub-Servicer, for purposes of this Section 11.02,
a “Servicer”) is permitted to utilize one or more Subcontractors to perform certain of its obligations hereunder. If
such Subcontractor will be a Servicing Function Participant, such Servicer shall promptly upon written request provide to the Depositor
or any Mortgage Loan Seller (and any Other Trustee, Other Certificate Administrator and Other Depositor related to any Other Securitization
that includes a related Serviced Companion Loan) a written description (in form and substance satisfactory to the Depositor, such Mortgage
Loan Seller or such Other Trustee, Other Certificate Administrator or Other Depositor, as applicable) of the role and function of each
Subcontractor utilized by such Servicer, specifying (i) the identity of such Subcontractor and (ii) the elements of the Servicing
Criteria that will be addressed in assessments of compliance provided by each such Subcontractor. As a condition to the utilization by
such Servicer of any Subcontractor determined to be a Servicing Function Participant, such Servicer shall (i) with respect to any
such Subcontractor engaged by such Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause, and (ii) with
respect to any other Subcontractor with which it has entered into a servicing relationship, cause such Subcontractor used by such Servicer
for the benefit of the Depositor and the Trustee (and any Other Trustee, Other Certificate Administrator and Other Depositor related to
any Other Securitization that includes a related Serviced Companion Loan) to comply with the provisions of Section 11.10 and
Section 11.11 of this Agreement to the same extent as if such Subcontractor were such Servicer. With respect to any Servicing
Function Participant engaged by such Servicer that is an Initial Sub-Servicer, such Servicer shall be responsible for using commercially
reasonable efforts to obtain, and with respect to each other Servicing Function Participant engaged by such Servicer, such Servicer shall
obtain from each such Servicing Function Participant and deliver to the applicable Persons any assessment of compliance report and related
accountant’s attestation required to be delivered by such Subcontractor under Section 11.10 and Section 11.11,
in each case, as and when required to be delivered. For the avoidance of doubt, the Custodian shall not be permitted to utilize any Subcontractor
to perform any of its obligations hereunder.


(c)              
Notwithstanding the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with
the performance of any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor
is a “servicer” within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the criteria
in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence, that such
Subcontractor is a “servicer” within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB, then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement,
the engagement of such Sub-Servicer shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator
of any such Sub-Servicer and Sub-Servicing Agreement. Other than with respect to the Initial Sub-Servicer, no Sub-Servicing Agreement
shall be effective until fifteen (15) days after such written notice is received by the




    	 	-421-	 



     


    

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 information furnished pursuant to this Section 11.02 shall also be provided, and subject to the reimbursement of any
applicable expenses under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to the extent the
information relates to a party that services, specially services or is trustee for a Serviced Companion Loan) in the same time frame as
set forth in this Section 11.02.


Section 11.03   
Filing Obligations. (a)  The Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in connection with the satisfaction
of the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections 11.04, 11.05, 11.06
and 11.07 of this Agreement, the Certificate Administrator shall prepare for execution by the Depositor any Forms 8-K,
10-D, ABS-EE and 10-K required by the Exchange Act, in order to permit the timely filing thereof, and the Certificate Administrator
shall file (via the Commission’s Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”)) such Forms
executed by the Depositor.


Each party hereto shall be
entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of any “sponsor”, credit
enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information
required to be provided by it or indemnified for by it pursuant to any separate agreement.




    	 	-422-	 



     


    

(b)              
 In the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion of any
Form 8-K, 10-D, ABS-EE or 10-K required to be filed by this Agreement because required disclosure information was
either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator
will promptly notify the Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and
a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange
Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information
and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to
be filed for the Trust. In the event that any previously filed Form 8-K, Form 10-D, Form ABS-EE or Form 10-K
needs to be amended, the Certificate Administrator will notify the Depositor, and such other parties as needed and the parties hereto
will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A, Form 10-D/A, Form ABS-EE/A
or Form 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE
or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by
the Certificate Administrator of its duties under this Section 11.03 related to the timely preparation and filing of Form 15,
a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is contingent
upon the parties observing all applicable deadlines in the performance of their duties under Sections  11.03, 11.04,
11.05, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11 and 11.15(g) of this Agreement.
The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure
to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K,
Form 10-D, Form ABS-EE or Form 10-K, where such failure results from the Certificate Administrator’s
inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution
or file such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K,
not resulting from its own negligence, bad faith or willful misconduct.


Section 11.04   
Form 10-D and Form ABS-EE Filings. (a)  Within fifteen (15) days after each Distribution Date
(subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust
any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator
shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition
to the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate
Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder
to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval.


For so long as the Trust
is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar
days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall
be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with
a copy to the Master Servicer), to the extent a Regulation AB




    	 	-423-	 



     


    

Servicing Officer or Responsible Officer, as
the case may be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Certificate
Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable;
provided that information relating to any REO Account to be reported under “Item 9: Other Information” on Exhibit BB
shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution Date on
Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D
Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE (except with respect to the reporting
of REO Account balances which shall be delivered in the form of Exhibit MM hereto) and (iii) the Depositor shall approve,
as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D.
Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator shall have any
duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under
this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor
shall be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any
Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.


The Certificate Administrator
shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning
all assets held by the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage
Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form ABS-15G
filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for
each such filer, (iii) to the extent such information is provided to the Certificate Administrator by the Master Servicer in the
form of Exhibit MM hereto for inclusion therein within the time period described in this Section 11.04, the balances
of the REO Account (to the extent the related information has been received from the Special Servicer within the time period specified
in this Section 11.04) and the Collection Account as of the related Distribution Date and as of the immediately preceding
Distribution Date, (iv) the balances of the Distribution Accounts, the Non-VRR Gain-on-Sale Reserve Account, the VRR Gain-on-Sale
Reserve Account and the Interest Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding
Distribution Date and (v) the most recent Form ABS-EE filing by reference (which such Form ABS-EE shall be filed on or prior to the filing
of the applicable report on Form 10-D). The Depositor and the Mortgage Loan Sellers, in accordance with Section 5(f) of the applicable
Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of
this paragraph.


Form 10-D requires
the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” 
The Depositor shall notify the Certificate Administrator by email to cts.sec.notifications@wellsfargo.com, no later than the 5th
calendar day after the related




    	 	-424-	 



     


    

Distribution Date with respect to the filing
of a report on Form 10-D if the answer to the questions should be “no.”  The Certificate Administrator shall
be entitled to rely on such representations in preparing, executing and/or filing any such report.


With respect to any Mortgage
Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable
Form 10-D filed by it, to the extent such information is received by the Certificate Administrator from the Master Servicer or the
Special Servicer, as applicable, substantially in the form of Exhibit KK (A) the amount of any such Additional Debt or
mezzanine debt, as applicable, that is incurred during the related Collection Period, (B) the total Debt Service Coverage Ratio calculated
on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated
on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.


The Depositor hereby directs
the Certificate Administrator to include the following individual’s name and phone number on the cover of Forms 10-D and
ABS-EE for each reporting period: Name: Daniel Vinson, Telephone: (212) 528-8224. The Certificate Administrator may rely without
further investigation that this information remains correct unless and until the Depositor provides the Certificate Administrator with
a new individual’s name and phone number in writing.


Upon receipt of 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.


To the extent the Certificate
Administrator receives a request from any Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate
Owners pursuant to Section 5.06, the Certificate Administrator shall include under Item 1B on the Form 10-D relating to the
reporting period in which such request was received a Special Notice regarding the request to communicate, and such Special Notice is
required to include the following and no more than the following: (a) the name of the Certificateholder or Certificate Owner making
the request, (b) the date the request was received, (c) a statement to the effect that the Certificate Administrator has received
such request, stating that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders or
Certificate Owners with regard to the possible exercise of rights under this Agreement, and (d) a description of the method other
Certificateholders or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner.


(b)              
After preparing the Form 10-D and Form ABS-EE, the Certificate Administrator shall forward electronically copies of the
Form 10-D and Form ABS-EE to the Depositor for review no later than ten (10) calendar days after the related Distribution Date
or, if the 10th calendar day after the related Distribution Date is not a Business Day, the immediately preceding Business Day. Within
two (2) Business Days after receipt of such copies, but no later




    	 	-425-	 



     


    

than the two (2) Business Days prior to the
15th calendar day after the Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-D and Form ABS-EE, respectively, and, a duly authorized officer
of the Depositor shall sign the Form 10-D and Form ABS-EE and return an electronic or fax copy of such signed Form 10-D
and Form ABS-EE (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. Alternatively, if
the Certificate Administrator agrees in its sole discretion, the Depositor may deliver to the Certificate Administrator manually signed
copies of a power of attorney meeting the requirements of Item 601(b)(24) of Regulation S-K under the Securities Act, and
certified copies of a resolution of the Depositor’s board of directors authorizing such power of attorney, each to be filed with
each Form 10-D and each Form ABS-EE, as applicable, in which case the Certificate Administrator shall sign such Forms 10-D
and Forms ABS-EE, as applicable, as attorney in fact for the Depositor. As provided in Section 11.04(c), the Certificate Administrator
shall file such Form ABS-EE, upon receipt of the Depositor’s signature thereof, prior to the filing of the related Form 10-D. If
a Form 10-D or Form ABS-EE cannot be filed on time or if a previously filed Form 10-D or Form ABS-EE needs to be amended, the
Certificate Administrator will follow the procedures set forth in Section 11.03(b). Promptly after filing with the Commission,
the Certificate Administrator shall make available on its Internet website a final executed copy of each Form 10-D and Form ABS-EE
filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Barclays Commercial Mortgage Securities
LLC, 745 Seventh Avenue, New York, New York 10019, Attention: Daniel Vinson, Email: Daniel.vinson@barclays.com, with a copy to Barclays
Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Steven P. Glynn, Director, Legal Department, Email: steven.glynn@barclays.com.
The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.04(b)
and Section 11.04(c) related to the timely preparation and filing of Form 10-D and Form ABS-EE, as applicable, is
contingent upon such parties observing all applicable deadlines in the performance of their duties under this Section 11.04(b)
and Section 11.04(c). Neither the Trustee nor the Certificate Administrator shall have any liability for any loss, expense,
damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-D
or such Form ABS-EE, respectively, where such failure results from the Certificate Administrator’s inability or failure to receive,
on a timely basis, any information from any party to this Agreement needed to prepare, arrange for execution or file such Form 10-D
or such Form ABS-EE, respectively, not resulting from its own negligence, bad faith or willful misconduct.


(c)              
Prior to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 11.04(a), the Certificate
Administrator shall prepare and file on behalf of the Trust any Form ABS-EE in form and substance as required by the Exchange Act and
the rules and regulations of the Commission thereunder; provided that the foregoing shall not apply to any Form ABS-EE required
to be filed with the Commission and incorporated by reference in either the Preliminary Prospectus or the Prospectus. The Certificate
Administrator shall file each Form ABS-EE with a copy of the related CREFC® Schedule AL File received by the Certificate
Administrator pursuant to Section 3.12(d) as Exhibit 102 thereto. To the extent the Certificate Administrator receives any
Schedule AL Additional File with respect to such Form ABS-EE pursuant to Section 3.12(d), the Certificate Administrator shall
file such Schedule AL Additional File as Exhibit 103 to such Form ABS-EE. The Certificate Administrator shall not be required to combine
multiple CREFC® Schedule AL Files or Schedule AL Additional Files. The Certificate




    	 	-426-	 



     


    

Administrator shall not be required to review,
redact, reconcile, edit or verify the content, completeness or accuracy of the information contained in any CREFC® Schedule
AL File or Schedule AL Additional File. After preparing the Form ABS-EE, the Certificate Administrator shall forward electronically a
copy of such Form ABS-EE (together with the related CREFC® Schedule AL File and any Schedule AL Additional File received by the Certificate
Administrator in both EDGAR-Compatible Format and Excel format) concurrently with the related Form 10-D to the Depositor for review
and approval. Any questions are to be directed to Midland Loan Services, a Division of PNC Bank, National Association at the e-mail address
provided with the submission of such CREFC® Schedule AL File and Schedule AL Additional File (or such other e-mail address or phone
number provided to the Certificate Administrator and Depositor in writing from the Master Servicer). The Master Servicer shall reasonably
cooperate with the Depositor to answer any reasonable questions that the Depositor may pose to the Master Servicer regarding the data
or information contained in any CREFC® Schedule AL File or Schedule AL Additional File (other than questions regarding
data that is in the Initial Schedule AL File, Initial Schedule AL Additional File or the Annex A to the Prospectus) as of the time the
Master Servicer delivered such CREFC® Schedule AL File or Schedule AL Additional File, as applicable, to the Certificate
Administrator. The Certificate Administrator, the Master Servicer and the Depositor, as applicable, shall each, to the extent related
to such party’s obligations hereunder, reasonably cooperate to remedy any filing errors regarding any CREFC® Schedule
AL File or any Schedule AL Additional File promptly.


Within two (2) Business
Days after receipt of the copy of Form ABS-EE for review, but no later than the two (2) Business Days prior to the 15th calendar
day after the Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically)
of any changes to or approval of such Form ABS-EE, and a duly authorized officer of the Depositor shall sign the Form ABS-EE and return
an electronic or fax copy of such signed Form ABS-EE (with an original executed hard copy to follow by overnight mail) to the Certificate
Administrator. The Certificate Administrator shall file such Form ABS-EE, upon receipt of the Depositor’s signature thereof,
prior to the filing of the related Form 10-D. If a Form ABS-EE cannot be filed on time or if a previously filed Form ABS-EE needs
to be amended, the Certificate Administrator shall follow the procedures set forth in Section 11.03(b). Promptly after filing
with the Commission, the Certificate Administrator shall, make available on the Certificate Administrator’s website a final executed
copy of each Form ABS-EE (together with the related CREFC® Schedule AL File and any Schedule AL Additional File received
by the Certificate Administrator) filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Barclays
Commercial Mortgage Securities LLC, 745 Seventh Avenue, New York, New York 10019, Attention: Daniel Vinson, Email: Daniel.vinson@barclays.com,
with a copy to Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Steven P. Glynn, Director, Legal Department,
Email: steven.glynn@barclays.com. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its
duties under this Section 11.04(c) related to the timely preparation and filing of Form ABS-EE is contingent upon the responsible
parties observing all applicable deadlines in the performance of their duties under this Section 11.04(c). The Certificate
Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare
or file such Form ABS-EE where such failure results from the Certificate Administrator’s inability or failure to receive on a timely
basis




    	 	-427-	 



     


    

any information from any other party hereto
needed to prepare, arrange for execution or file such Form ABS-EE, not resulting from its own negligence, bad faith or willful misconduct.


The Depositor hereby directs
the Certificate Administrator to include the following individual’s name and phone number on the cover of Form ABS-EE for each reporting
period: Name: Daniel Vinson, Telephone: (212) 528-8224. The Certificate Administrator may rely without further investigation
that this information remains correct unless and until the Depositor provides the Certificate Administrator with a new individual’s
name and phone number in writing.


(d)              
Any notice and/or information furnished or required to be furnished pursuant to this Section 11.04 shall also be provided
to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion
Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as
set forth in this Section 11.04.


Section 11.05   
Form 10-K Filings. (a)  Within ninety (90) days after the end of each fiscal year of the Trust (it being
understood that the fiscal year for the Trust ends on December 31 of each year) or such earlier date as may be required by the Exchange
Act (the “10-K Filing Deadline”), commencing in March 2023, the Certificate Administrator shall prepare and file
on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall
include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable
time frames set forth in this Agreement:


(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




    	 	-428-	 



     


    

Custodian, the Operating Advisor, each
Additional Servicer and each Servicing Function Participant; and


(B)             
if any registered public accounting firm attestation report described under Section 11.11 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such
report is not included; and


(iv)            
a certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as a
result of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as described
below, be signed by the senior officer of the Depositor in charge of securitization.


Any disclosure or information in addition to
(i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit CC to the Depositor and the Certificate
Administrator and approved by the Depositor and the Certificate Administrator will have no duty or liability for any failure hereunder
to determine or prepare any Additional Form 10-K Disclosure, absent such reporting, direction and approval. Information delivered
to the Certificate Administrator hereunder should be delivered (i) by email to cts.sec.notifications@wellsfargo.com and also (ii)
by email to form10K.compliance@cwt.com.


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




    	 	-429-	 



     


    

cts.sec.notifications@wellsfargo.com,
no later than March 1st with respect to the filing of a report on Form 10-K, if the answer to the questions should be “no.”
The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.


(b)              
After preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K
to the Depositor for review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business Days
after receipt of such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing (which may
be furnished electronically) of any changes to or approval of such Form 10-K and the senior officer in charge of securitization
for the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original
executed hard copy to follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K cannot be filed
on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator shall follow the procedures set
forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator shall make available on
its Internet website a final executed copy of each Form 10-K filed by the Certificate Administrator. The signing party at the
Depositor can be contacted at Barclays Commercial Mortgage Securities LLC, 745 Seventh Avenue, New York, New York 10019, Attention: Daniel
Vinson, Email: Daniel.vinson@barclays.com, with a copy to Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention:
Steven P. Glynn, Director, Legal Department, Email: steven.glynn@barclays.com. The parties to this Agreement acknowledge that the performance
by the Certificate Administrator of its duties under this Section 11.05 related to the timely preparation and filing of Form 10-K
is contingent upon the parties to this Agreement (and any Additional Servicer or Servicing Function Participant engaged or utilized, as
applicable, by any such parties) observing all applicable deadlines in the performance of their duties under this Section 11.05.
Neither the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, claim arising out of or
with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-K, where such failure
results from the Certificate Administrator’s failure to receive, on a timely basis, any information from the parties to this Agreement
(or any Sub-Servicer or Servicing Function Participant engaged by any such parties) needed to prepare, arrange for execution or file
such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


(c)              
Upon written request from any Mortgage Loan Seller, the Master Servicer or the Special Servicer, the Certificate Administrator
shall confirm to such Mortgage Loan Seller, Master Servicer or Special Servicer whether it has received notice that any party to this
Agreement has changed since the Closing Date and will provide to such Mortgage Loan Seller, the Master Servicer or the Special Servicer,
if known to the Certificate Administrator, the identity of the new party.


(d)              
Any notice and/or information furnished or required to be furnished pursuant to this Section 11.05 shall also be provided
to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion
Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as
set forth in this Section 11.05.






    	 	-430-	 



     


    

Section 11.06   
Sarbanes-Oxley Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the form
attached as Exhibit Y required to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as the Trust
or the trust for any Other Securitization is subject to the reporting requirements of the Exchange Act, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor and the Asset Representations Reviewer (in
the case of the Asset Representations Reviewer, solely with respect to reporting periods in which the Asset Representations Reviewer
is required to conduct an Asset Review or prepare or deliver an Asset Review Report) shall provide, and (i) with respect to each
Initial Sub-Servicer engaged by the Master Servicer or the Special Servicer, as applicable, that is a Servicing Function Participant
use commercially reasonable efforts to cause such Initial Sub-Servicer to provide, and (ii) with respect to each other Servicing
Function Participant with which the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian
or the Operating Advisor has entered into a servicing relationship with respect to the Mortgage Loans, shall cause such Servicing Function
Participant to provide, to each Person who signs the Sarbanes-Oxley Certification for the Trust or any Other Securitization that
includes a Serviced Companion Loan (individually and collectively, the “Certifying Person”), on or before March 1st
of each year commencing in March 2023, a certification substantially in the form attached hereto as Exhibits Z-1,
Z-2, Z-3, Z-4, Z-5, Z-6 or Z-7 (each, a “Performance Certification”),
as applicable, on which the Certifying Person, each entity for which such Certifying Person acts as an officer (if the Certifying Person
is an individual), and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification
Parties”) can reasonably rely; provided that, if a Servicing Function Participant (other than an Initial Sub-Servicer) with
which the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor has
entered into a servicing relationship with respect to the Mortgage Loans fails to provide a Performance Certification, the Performance
Certification provided by the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the
Operating Advisor, as applicable, that engaged such Servicing Function Participant shall not exclude information that would have been
provided by such Servicing Function Participant. In addition, in the event that any Serviced Companion Loan is deposited into a commercial
mortgage securitization (including an “Other Securitization”) and the Reporting Servicer is provided with timely and
complete contact information for the parties to such Other Securitization, each Reporting Servicer, upon not less than thirty (30) days
prior written request, shall provide to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization
either the Performance Certification or a separate certification in form and substance similar to applicable Performance Certification
(which shall address the matters contained in the applicable Performance Certification, but solely with respect to the related Companion
Loan) on which such Person, the entity for which the Person acts as an officer (if the Person is an individual), and such entity’s
officers, directors and Affiliates can reasonably rely. With respect to any Non-Serviced Companion Loan, the Certificate Administrator
will use its reasonable efforts to procure a Sarbanes-Oxley Certification from the applicable Non-Serviced Master Servicer, Non-Serviced
Special Servicer and Non-Serviced Trustee in form and substance similar to a Performance Certification. The senior officer in charge
of securitization for the Depositor shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting Servicer
shall execute a reasonable reliance certificate (which may be included as part of such other certifications being delivered by such Reporting
Servicer)




    	 	-431-	 



     


    

to enable the Certification Parties to rely
upon each (i) annual compliance statement provided pursuant to Section 11.09, if applicable, (ii) annual report
on assessment of compliance with Servicing Criteria provided pursuant to Section 11.10 and (iii) accountant’s report
provided pursuant to Section 11.11, and shall include a certification that each such annual compliance statement or report
discloses any deficiencies or defaults described to the registered public accountants of such Reporting Servicer to enable such accountants
to render the certificates provided for in Section 11.11. In the event any Reporting Servicer is terminated or resigns pursuant
to the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing agreement, as the case may be, such
Reporting Servicer shall provide a certification to the Certifying Person pursuant to this Section 11.06 with respect to the
period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may be.
Each such Performance Certification shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor,
the Certificate Administrator and such providing parties. Notwithstanding the foregoing, nothing in this Section 11.06 shall
require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting
Servicer by third parties (including a “significant obligor”, but other than an Additional Servicer or a Sub-Servicer
appointed pursuant to Section 3.20), (ii) to certify information other than to such Reporting Servicer’s knowledge
and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of information
and reports, to certify anything other than that all fields of information called for in written reports prepared by such Reporting Servicer
have been completed except as they have been left blank on their face.


Notwithstanding anything
to the contrary contained in this Section 11.06, with respect to each year in which the Trust and the trust for each Other
Securitization is not subject 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




    	 	-432-	 



     


    

case may be, has actual knowledge, in EDGAR-Compatible
Format or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties any Form 8-K
Disclosure Information, if applicable, (ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K
Disclosure Information, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the
Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
Information on Form 8-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or
enforce the performance by the parties listed on Exhibit DD of their duties under this paragraph or proactively solicit or
procure from such parties any Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable expenses
incurred by the Trustee and the Certificate Administrator in connection with including any Form 8-K Disclosure Information on
Form 8-K pursuant to this paragraph. Information delivered to the Certificate Administrator hereunder should be delivered by
email to cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications.


After preparing the Form 8-K,
the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for review no later than noon,
New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than 24 hours after having received the
Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly, but no later than the close of business
on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate Administrator in writing (which may be
furnished electronically) of any changes to or approval of such Form 8-K. No later than noon, New York City time, on the 4th
Business Day after the Reportable Event, a duly authorized officer of the Depositor shall sign the Form 8-K and return an electronic
or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator.
If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Certificate Administrator
will follow the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
will, make available on its Internet website a final executed copy of each Form 8-K filed by the Certificate Administrator. The
signing party at the Depositor can be contacted at Barclays Commercial Mortgage Securities LLC, 745 Seventh Avenue, New York, New York
10019, Attention: Daniel Vinson, Email: Daniel.vinson@barclays.com, with a copy to Barclays Capital Inc., 745 Seventh Avenue, New York,
New York 10019, Attention: Steven P. Glynn, Director, Legal Department, Email: steven.glynn@barclays.com. The parties to this Agreement
acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.07 related to the timely
preparation and filing of Form 8-K is contingent upon such parties observing all applicable deadlines in the performance of their
duties under this Section 11.07. Neither the Trustee nor the Certificate Administrator shall have any liability for any loss,
expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such
Form 8-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely
basis, any information from the parties to this Agreement needed to prepare, arrange for execution or file such Form 8-K, not
resulting from its own negligence, bad faith or willful misconduct.


The Master Servicer, the
Special Servicer, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer and the Special Servicer,
as applicable,




    	 	-433-	 



     


    

shall (i) with respect to each Initial
Sub-Servicer that is an Additional Servicer engaged by such Master Servicer or Special Servicer, as applicable, use commercially reasonable
efforts to cause such Additional Servicer to promptly notify and (ii) with respect to each other Additional Servicer with which it
has entered into a servicing relationship with respect to the Mortgage Loans (other than a party to this Agreement) cause such Additional
Servicer to promptly notify) the Depositor and the Certificate Administrator, but in no event later than noon, New York City time, on
the 2nd Business Day after its occurrence, of any Reportable Event applicable to such party to the extent a Regulation AB Servicing
Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format.


Notwithstanding anything
to the contrary in this Section 11.07, with respect to each year in which the Trust and the trust for each Other Securitization
is not subject to the reporting requirements of the Exchange Act, none of the parties hereto are required to deliver Form 8-K
Disclosure Information.


Any notice and/or information
furnished or required to be furnished pursuant to this Section 11.07 shall also be provided to each Other Depositor and each
Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion Loan or a party that services,
specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.07.


For so long as the Trust
is subject to the reporting obligations of the Exchange Act, with respect to any Non-Serviced Mortgage Loan serviced under the related
Non-Serviced PSA, no resignation, removal or replacement of any party to such Non-Serviced PSA that would be required to be reported on
a Form 8-K relating to this Trust shall become effective with respect to this Trust until the Certificate Administrator has filed any
required Form 8-K pursuant to this Section 11.07.


To the extent the Depositor
has made a Form 8-K/A filing regarding this Agreement, the Depositor shall notify the Certificate Administrator by electronic mail to
cts.sec.notifications@wellsfargo.com and trustadministrationgroup@wellsfargo.com, no later than two (2) Business Days after
the filing of such Form 8-K/A that attaches this Agreement. The Certificate Administrator shall furnish such notice to each then-current
Serviced Companion Noteholder at the address received from the Master Servicer upon such request made pursuant to Section 8.13.


Section 11.08   
Form 15 Filing. On or prior to January 30th of the first year in which the Depositor shall provide notice to the
Certificate Administrator of its ability under applicable law to suspend its Exchange Act filings, the Certificate Administrator shall
prepare and file a notification relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act (the
“Form 15 Suspension Notification”) or any form necessary to be filed with the Commission to suspend such reporting
obligations. With respect to any reporting period occurring after the filing of such form, the obligations of the parties to this Agreement
under Section 11.04, Section 11.05 and Section 11.07 shall be suspended and reports or certifications
due under Section 11.09, 11.10 and 11.11 shall not be due until April 15th of each year. The Certificate Administrator
shall provide prompt notice to the Mortgage Loan Sellers and all other parties hereto that such form has been filed. If, after the filing
of a Form 15




    	 	-434-	 



     


    

Suspension Notification, the Depositor shall
provide notice to the Certificate Administrator that it is required to resume its Exchange Act filings, the Certificate Administrator
shall recommence preparing and filing reports on Forms 10-K, 10-D, ABS-EE and 8-K as required pursuant to Section 11.04,
Section 11.05 and Section 11.07, and all parties’ obligations under this Article XI shall recommence.


Section 11.09   
Annual Compliance Statements. The Master Servicer, the Special Servicer (regardless of whether the Special Servicer has
commenced special servicing of a Mortgage Loan), the Custodian, the Trustee (provided, however, that the Trustee shall not
be required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing Criteria applicable
to it) and the Certificate Administrator (each, a “Certifying Servicer”) shall (and each such party shall (i) with
respect to each Additional Servicer engaged by the Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable
efforts to cause such Additional Servicer to 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), on or before March 1st of each year commencing in March 2023, furnish to the Trustee, the Certificate Administrator (which
copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website), the Depositor and the 17g-5
Information Provider (who shall post to the 17g-5 Information Provider’s Website), an Officer’s Certificate, in the form
attached hereto as Exhibit HH (or such other form, similar in substance, as may be reasonably acceptable to the Depositor)
stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar
year or portion 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




    	 	-435-	 



     


    

related Additional Servicer with which the
Certifying Servicer has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment of any of the Certifying
Servicer’s or Additional Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement.
The obligations of the Certifying Servicer and each Additional Servicer under this Section 11.09 apply to the Certifying Servicer
and each Additional Servicer that serviced a Mortgage Loan during the applicable period, whether or not such Certifying Servicer or Additional
Servicer is acting as the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or Additional Servicer at
the time such Officer’s Certificate is required to be delivered. None of the Master Servicer, Special Servicer or Additional Servicer
shall be required to cause the delivery of any such statement until April 15 in any given year so long as it has received written
confirmation from the Depositor (or, in the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K
is not required to be filed in respect of the Trust or the trust for any Other Securitization for the preceding calendar year.


In the event the Master Servicer,
the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms of this Agreement, such
party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with respect to an Initial Sub-Servicer
engaged by such party that is an Additional Servicer that resigns or is terminated under any applicable servicing agreement, use its reasonable
efforts to cause such Additional Servicer to provide and (ii) with respect to any other Additional Servicer engaged by such party
that resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer to provide, an annual statement
of compliance pursuant to this Section 11.09 with respect to the period of time that the Master Servicer, the Special Servicer,
the Trustee or the Certificate Administrator was subject to this Agreement or the period of time that such Additional Servicer was subject
to such other servicing agreement.


Any certificate, statement,
report, notice and/or information furnished or required to be furnished pursuant to this Section 11.09 shall also be provided
to each Other Depositor and each Other Certificate Administrator (to the extent such item and/or information relates to a party that services,
specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.09.


Section 11.10   
Annual Reports on Assessment of Compliance with Servicing Criteria. (a)  On or before March 1st of each year
commencing in March 2023, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special
servicing of the Mortgage Loans), the Trustee (provided, however, that the Trustee shall not be required to deliver an assessment
of compliance with respect to any period during which there was no Relevant Servicing Criteria applicable to it), the Custodian, the Operating
Advisor, the Certificate Administrator and each Additional Servicer, each at its own expense, shall furnish (and each such party shall
(i) with respect to each Initial Sub-Servicer engaged by such Master Servicer, Special Servicer, Trustee, Operating Advisor,
Custodian or Certificate Administrator that is a Servicing Function Participant, use commercially reasonable efforts to cause such Servicing
Function Participant to furnish and (ii) with respect to each other Servicing Function Participant with which it has entered into
a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant to furnish) to the Trustee, the
Certificate Administrator, the Depositor (which copy shall be deemed furnished by the Certificate




    	 	-436-	 



     


    

Administrator when made available on its Internet
website) (and, with respect to the Special Servicer, also to the Operating Advisor), and the 17g-5 Information Provider, a report
substantially in the form of Exhibit II or such other form provided by such Reporting Servicer that complies in all material
respects with the requirements of Item 1122 of Regulation AB, on an assessment of compliance with the Servicing Criteria applicable
to it that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing
Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant
Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for
the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05,
including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure
and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report
on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. With respect
to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar
to the form attached hereto as Exhibit II. Such report shall be provided in EDGAR-Compatible Format, or in such other
format agreed upon by the Depositor, the Certificate Administrator and the Reporting Servicer.


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.




    	 	-437-	 



     


    

(c)              
 No later than February 1 of each year, the Master Servicer and the Special Servicer shall notify the Certificate Administrator,
the Depositor and each Mortgage Loan Seller as to the name of each Additional Servicer engaged by it and each Servicing Function Participant
utilized by it, in each case other than with respect to any Initial Sub-Servicer, and the Trustee, the Operating Advisor and the Certificate
Administrator shall notify the Depositor and each Mortgage Loan Seller as to the name of each Servicing Function Participant utilized
by it, in each case by providing an updated Exhibit GG, and each such notice (except to a Mortgage Loan Seller) shall specify
what specific Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant.
When the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments
pursuant to Section 11.10(a), the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the
Operating Advisor, as applicable, shall also at such time include the assessment (and related attestation pursuant to Section 11.11)
of each Servicing Function Participant engaged by it.


In the event the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator is terminated or resigns pursuant
to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Function Participant engaged by
it to provide (and each of the Master Servicer and the Special Servicer shall (i) with respect to an Initial Sub-Servicer engaged
by such Master Servicer or 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)              
The Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination
Event or Consultation Termination Event occurred during the previous calendar year, and upon such request the Certificate Administrator
shall deliver such confirmation to the Operating Advisor 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




    	 	-438-	 



     


    

Servicing Criteria applicable to it), the Custodian,
the Operating Advisor and the Certificate Administrator, each at its own expense, shall cause (and each such party shall (i) with
respect to each Initial Sub-Servicer engaged by such Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate
Administrator that is a Servicing Function Participant use commercially reasonable efforts to cause such Servicing Function Participant
to cause and (ii) with respect to each other Servicing Function Participant with which it has entered into a servicing relationship
with respect to the Mortgage Loans, cause such Servicing Function Participant to cause) a registered public accounting firm (which may
also render other services to the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the
Operating Advisor or the applicable Servicing Function Participant, as the case may be) and that is a member of the American Institute
of Certified Public Accountants to furnish a report to the Trustee, the Certificate Administrator (who will promptly post such report
on the Certificate Administrator’s Website pursuant to Section 3.13(b)) and the Depositor, the 17g-5 Information
Provider and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, and, promptly, but not earlier
than the second Business Day following the delivery of such report to the 17g-5 Information Provider, to the Rating Agencies, to the
effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting Servicer, which
includes an assertion that such Reporting Servicer has complied with the Relevant Servicing 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




    	 	-439-	 



     


    

of Section 11.10 and notify the
Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Custodian or any Additional Servicer shall be required to deliver, or shall be required to cause the delivery of such reports
until April 15th in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is
not required to be filed with respect to the Trust for the preceding fiscal year.


Any notice, report, assessment
of compliance, statement, certificate and/or information furnished or required to be furnished pursuant to this Section 11.11
shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates
to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in
the same time frame as set forth in this Section 11.11.


Section 11.12   
Indemnification. Each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian,
the Operating Advisor and the Asset Representations Reviewer shall indemnify and hold harmless each Certification Party from and against
any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by such Certification Party arising out of (i) an actual breach by the Master Servicer, the Special Servicer, the Trustee,
the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Certificate Administrator, as the case may be, of its
obligations under this Article XI, (ii) negligence, bad faith or willful misconduct on the part of the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Certificate Administrator
in the performance of such obligations, or (iii) delivery of any Deficient Exchange Act Deliverable.


The Master Servicer, the
Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial Sub-Servicer
engaged by the Master Servicer, Special Servicer, Trustee or Certificate Administrator that is a Servicing Function Participant or Additional
Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer and
each Servicing Function Participant with which, in each case, it has entered into a servicing relationship with respect to the Mortgage
Loans, cause such party to, in each case, indemnify and hold harmless each Certification Party from and against any and all claims, losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and any other costs, fees and expenses incurred
by such Certification Party arising out of (a) a breach of its obligations to provide any of the annual compliance statements or
annual assessment of compliance with the Servicing Criteria or attestation reports pursuant to the applicable sub-servicing or primary
servicing agreement, (b) negligence, bad faith or willful misconduct on its part in the performance of such obligations, (c) any
failure by it, as a Servicer (as defined in Section 11.02(b)) to identify a Servicing Function Participant pursuant to Section 11.02(b),
or (d) delivery of any Deficient Exchange Act Deliverable.


In addition, each of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator
and the Trustee shall cooperate (and require each Servicing Function Participant and Additional




    	 	-440-	 



     


    

Servicer retained by it to cooperate under
the applicable Sub-Servicing Agreement) with the Depositor and each Other Depositor as necessary for the Depositor or such Other Depositor,
as applicable, to conduct any reasonable due diligence necessary to evaluate and assess any material instances of non-compliance disclosed
in any of the deliverables required by the applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley
Act and the rules and regulations promulgated thereunder (“Reporting Requirements”).


In connection with comments
provided to the Depositor or any Other Depositor from the Commission or its staff regarding information (x) delivered by the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator,
the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting Party”),
(y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered public accounting
firm, attorney or other agent retained by such Affected Reporting Party to prepare such information, which information is contained in
a report filed by the Depositor or any Other Depositor under the Reporting Requirements and which comments are received subsequent to
the Depositor’s or any Other Depositor’s filing of such report, the Depositor or any Other Depositor shall promptly provide
to such Affected Reporting Party any such comments which 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




    	 	-441-	 



     


    

applicable Affected Reporting Party upon receipt
of an itemized invoice from the Depositor or any Other Depositor, as the case may be. Each of the Master Servicer, the Special Servicer,
the Operating Advisor, the Custodian, the Certificate Administrator and the Trustee shall (i) with respect to any Initial Sub-Servicer
engaged by it that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party
to, and (ii) with respect to each other Additional Servicer and each Servicing Function Participant with which, in each case, it
has entered into a servicing relationship with respect to the Mortgage Loans, cause such party to, comply with the foregoing by inclusion
of similar provisions in the related sub-servicing or similar agreement.


If the indemnification provided
for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing Party”) shall contribute
to the amount paid or payable to the Certification Party as a result of the losses, claims, damages or liabilities of the Certification
Party in such proportion as is appropriate to reflect the relative fault of the Certification Party on the one hand and the Performing
Party on the other in connection with a breach of the Performing Party’s obligations pursuant to Sections 11.06, 11.09
(if applicable), 11.10, 11.11 (or breach of its obligations under the applicable sub-servicing or primary servicing
agreement to provide any of the annual compliance statements or annual servicing criteria compliance reports or attestation reports) or
the Performing Party’s negligence, bad faith or willful misconduct in connection therewith. The Master Servicer, the Special Servicer,
the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial Sub-Servicer engaged
by the Master Servicer, Special Servicer, Trustee or Certificate Administrator that is a Servicing Function Participant or Additional
Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer or
Servicing Function Participant, in each case, with which it has entered into a servicing relationship with respect to the Mortgage Loans
cause such party, in each case, to agree to the foregoing indemnification and contribution obligations. This Section 11.12
shall survive the termination of this Agreement or the earlier resignation or removal of the Master Servicer, the Special Servicer, the
Trustee, the Operating Advisor, the Custodian or the Certificate Administrator.


Section 11.13   
Amendments. This Article XI may be amended with the written consent of the parties hereto pursuant to Section 13.01
for purposes of complying with Regulation AB and/or to conform to standards developed within the CMBS market and the Sarbanes-Oxley
Act without any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmation with respect to the Certificates or, with
respect to any Serviced Companion Loan Securities, a confirmation of the rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25),
or the consent of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement; provided that the
reports and certificates required to be prepared pursuant to Sections 3.13, 11.09, 11.10 and 11.11 shall
not be eliminated without Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan
Securities, without a confirmation of the rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings (provided that such rating




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agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


Section 11.14   
Regulation AB Notices. Any notice, report or certificate required to be delivered by any of the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Trustee,
as the case may be, to the Depositor pursuant to this Article XI may be delivered via email (and additionally delivered via
phone or telecopy), notwithstanding the provisions of Section 13.05, to cts.sec.notifications@wellsfargo.com and Form10K.compliance@cwt.com.


Section 11.15   
Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a) Each of the Trustee,
the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall
use commercially reasonable efforts to cause any sub-servicer appointed with respect to any Serviced Pari Passu Companion Loan to, upon
written request or notice from a Mortgage Loan Seller (or a permitted transferee of such Mortgage Loan Seller pursuant to the related
Intercreditor Agreement), reasonably cooperate with the Mortgage Loan Seller (or such permitted transferee) selling any Serviced Pari
Passu Companion Loan into a securitization that is required to comply with Regulation AB (a “Regulation AB Companion Loan Securitization”)
and, to the extent needed in order to comply with Regulation AB, provide to the Mortgage Loan Seller (or such permitted transferee) information
about itself that such Mortgage Loan Seller reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(2),
(c)(3), (c)(4), (c)(5), (c)(6) and (e) of Item 1108 of Regulation AB and shall reasonably cooperate with such Mortgage Loan Seller to
provide such other information as may be reasonably necessary to comply with the requirements of Regulation AB. Each of the Trustee, the
Certificate Administrator, the Master Servicer and the Special Servicer understands that such information may be included in the offering
material related to a Regulation AB Companion Loan Securitization and agrees to negotiate in good faith an agreement (subject to the final
sentence of this sub-section) to indemnify and hold the related depositor and underwriters involved in the offering of the related
commercial mortgage pass-through certificates harmless for any costs, liabilities, fees and expenses incurred by the depositor or such
underwriters as a result of any material misstatements or omissions or alleged material misstatements or omissions in any such offering
material to the extent that such material misstatement or omission was made in reliance upon any such information provided by the Trustee
(where such information pertains to the Trustee individually and not to any specific aspect of the Trustee’s duties or obligations
under this Agreement), the Certificate Administrator (where such information pertains to the Certificate Administrator individually and
not to any specific aspect of the Certificate Administrator’s duties or obligations under this Agreement), the Master Servicer (where
such information pertains to the Master Servicer individually and not to any specific aspect of the Master Servicer’s duties or
obligations under this Agreement) and the Special Servicer (where such information pertains to the Special Servicer individually and not
to any specific aspect of the Special Servicer’s duties or obligations under this Agreement), as applicable, to such depositor,
underwriters or Mortgage Loan Seller (or permitted transferee) as required by this clause (a) (to the extent the cost thereof is
paid by the related Mortgage Loan Seller). Notwithstanding the foregoing, to the extent that the information provided by the Trustee,
the Certificate Administrator the Master Servicer or the Special Servicer, as applicable, for inclusion




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in the offering materials related to such Regulation
AB Companion Loan Securitization is substantially and materially similar to the information provided by such party with respect to the
offering materials related to this transaction, subject to any required changes due to any amendments to Regulation AB or any changes
in the interpretation of Regulation AB, such party shall be deemed to be in compliance with this Section 11.15(a). Any indemnification
agreement executed by the Trustee, the Certificate Administrator the Master Servicer or Special Servicer in connection with the Regulation
AB Companion Loan Securitization shall be substantially similar to the related indemnification agreement executed in connection with this
Agreement. It shall be a condition precedent to any party’s obligations otherwise set forth above and/or elsewhere in Article XI
that the applicable Mortgage Loan Seller (or permitted transferee) shall have (a) provided reasonable advance notice (and, in any
event, not less than ten (10) Business Days) of the exercise of its rights hereunder and (b) paid, or entered into reasonable agreement
to cause to be paid, the reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by such party
in reviewing and/or causing the delivery of any disclosure, opinion of counsel or indemnification agreement.


(b)              
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such parties (which request or notice may be given once at the
closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), cooperate with the depositor,
trustee, certificate administrator, master servicer or special servicer for any Regulation AB Companion Loan Securitization in preparing
each Form 10-D, Form ABS-EE and Form 10-K required to be filed by such Regulation AB Companion Loan Securitization (until January
30 of the first year in which the trustee or other applicable party for such Regulation AB Companion Loan Securitization files a Form
15 Suspension Notification with respect to the related trust) and shall provide to such depositor, trustee, certificate administrator
or master servicer within the time period set forth in the Other Pooling and Servicing Agreement (so long as such time period is no earlier
than the time periods set forth herein) for such Regulation AB Companion Loan Securitization such information relating to a Serviced Securitized
Companion Loan as may be reasonably necessary for the depositor, trustee, certificate administrator and master servicer of the Regulation
AB Companion Loan Securitization to comply with the reporting requirements of Regulation AB and the Exchange Act; provided, however,
that any parties to any Regulation AB Companion Loan Securitization shall consult with the Trustee, the Certificate Administrator, the
Master Servicer and the Special Servicer (and Master Servicer shall consult with any sub-servicer appointed with respect to the related
Serviced Whole Loan), and the Trustee, the Certificate Administrator, such Master Servicer and the Special Servicer shall cooperate with
such parties in respect of establishing the time periods for preparation of the Form 10-D and Form ABS-EE reports in
the documentation for such Regulation AB Companion Loan Securitization. Notwithstanding the foregoing, to the extent the Trustee, the
Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material respects with the
timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement (other than this Section 11.15)
with respect to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(b) with respect
to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(b).




    	 	-444-	 



     


    

(c)              
 Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate administrator (which request or notice
may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), provide
the trustee or certificate administrator, as applicable, under a Regulation AB Companion Loan Securitization (until January 30 of the
first year in which the trustee or certificate administrator, as applicable, for such Regulation AB Companion Loan Securitization files
a Form 15 Suspension Notification with respect to the related trust) information with respect to any event that is required to be disclosed
under Form 8-K with respect to a Serviced Securitized Companion Loan within two Business Days after the occurrence of such event of which
it has knowledge. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the
Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed
on such party in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable timing,
reporting and attestation requirements contemplated in this Section 11.15(c) with respect to such Regulation AB Companion
Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(c).


(d)              
On or before March 1st of each year commencing in March 2023 during which a Regulation AB Companion Loan Securitization is
required to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization is
not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed),
each of the Trustee, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall use commercially
reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced Securitized Companion Loan to, upon
request or notice from such trustee or certificate administrator (which request or notice may be given once at the closing of such Regulation
AB Companion Loan Securitization instead of each time a filing is required), provide, with respect to itself, to the trustee or certificate
administrator, as applicable, under such Regulation AB Companion Loan Securitization, to the extent required pursuant to Item 1122 of
Regulation AB, (i) a report on an assessment of compliance with the servicing criteria to the extent required pursuant to Item 1122(a)
of Regulation AB, (ii) a registered accounting firm’s attestation report on such Person’s assessment of compliance with
the applicable servicing criteria to the extent required pursuant to Item 1122(b) of Regulation AB and (iii) such other information
as may be required pursuant to Item 1122(c) of Regulation AB. Notwithstanding the foregoing, to the extent the Master Servicer or the
Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed
on such party in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable timing,
reporting and attestation requirements contemplated in this Section 11.15(d) with respect to such Regulation AB Companion
Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(d).


(e)              
On or before March 1st of each year commencing in March 2023 during which a Regulation AB Companion Loan Securitization is
required to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan




    	 	-445-	 



     


    

Securitization is not required to file an annual
report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed), each of the Trustee, the Certificate
Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall use commercially
reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced Securitized Companion Loan to, to
the extent required pursuant to Item 1123 of Regulation AB, deliver, with respect to itself, to the trustee or certificate administrator
under the such Regulation AB Companion Loan Securitization, upon request or notice from such trustee (which request or notice may be given
once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), under such Regulation
AB Companion Loan Securitization a servicer compliance statement signed by an authorized officer of such Person that satisfies the requirements
of Item 1123 of Regulation AB. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements
imposed on such party in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable
timing, reporting and attestation requirements contemplated in this Section 11.15(e) with respect to such Regulation AB Companion
Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(e).


(f)               
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially reasonable
efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity limited to each such
parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee), depositor, sponsor(s),
trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization harmless for any costs, liabilities,
fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate administrator or master servicer
as a result of any failure by the Servicing Function Participant to comply with the reporting requirements to the extent applicable set
forth under Sections  11.15(b), (c), (d) or (e) above.


Any subservicing agreement
related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer to provide to the Master
Servicer or Special Servicer, as applicable, information, reports, statements and certificates with respect to itself and such Serviced
Securitized Companion Loan comparable to any information, reports, statements or certificates required to be provided by the Master Servicer
or Special Servicer pursuant to this Section 11.15, even if such Sub-Servicer is not otherwise required to provide such information,
reports or certificates to any Person in order to comply with Regulation AB. Such information, reports or certificates shall be provided
to the Master Servicer or Special Servicer, as applicable, no later than two Business Days prior to the date on which the Master Servicer
or Special Servicer, as applicable, is required to deliver its comparable information, reports, statements or certificates pursuant to
this Section 11.15.


(g)              
With respect to any Mortgaged Property that secures a Serviced Companion Loan that the applicable Other Depositor has notified
the Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) (together
with notification of the Relevant Distribution Date) with respect to an Other Securitization that includes such Serviced Companion Loan,
to the extent that the Master Servicer is in receipt of




    	 	-446-	 



     


    

the updated financial statements of such “significant
obligor” for any calendar quarter (other than the fourth calendar quarter of any calendar year) from the Mortgagor, beginning with
the first calendar quarter following receipt of such notice from the Other Depositor, or the updated financial statements of such “significant
obligor” for any calendar year from the related Mortgagor, beginning for the calendar year following such notice from the Other
Depositor, as applicable, the Master Servicer shall deliver to the Other Depositor, on or prior to the day that occurs two (2) Business
Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seven (7) Business Days prior to the related Significant
Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial statement receipt occurs twelve (12) or more Business Days
prior to the related Significant Obligor NOI Quarterly Filing Deadline or seventeen (17) or more Business Days prior to the related Significant
Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of the “significant obligor”, together with the
net operating income of such “significant obligor” for the applicable period as calculated by the Master Servicer in accordance
with CREFC® guidelines and (B) if such financial statement receipt occurs less than twelve (12) Business Day prior
to the related Significant Obligor NOI Quarterly Filing Deadline or less than seventeen (17) Business Days prior to the related Significant
Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of the “significant obligor”, together with the
net operating income of such “significant obligor” for the applicable period as reported by the related Mortgagor in such
financial statements.


If the Master Servicer does
not receive financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be,
of such “significant obligor” within ten (10) Business Days after the date such financial information is required to be delivered
under the related Mortgage Loan documents, the Master Servicer shall notify the Other Depositor with respect to such Other Securitization
that includes the related Companion Loan (and shall cause each applicable Sub-Servicing Agreement entered into after receipt of written
notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer
to notify such Other Depositor) that it has not received such financial information.  The Master Servicer shall use efforts consistent
with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange
Act) to obtain the periodic financial statements of the related Mortgagor under the related Mortgage Loan documents.


The Master Servicer shall
(and shall cause any related Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that such Serviced
Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to) retain written evidence of each instance in
which it (or a Sub-Servicer) attempts to contact the related Mortgagor related to any such “significant obligor” (identified
to it as such by the Other Depositor in accordance with the second preceding paragraph) to obtain the required financial information and
is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable, is required to
be filed by the Other Securitization, shall forward an Officer’s Certificate evidencing its attempts to obtain this information
to the certificate administrator and Other Depositor related to such Other Securitization. This Officer’s Certificate should be
addressed to the certificate administrator at its corporate trust office, as specified in the related Other Pooling and Servicing Agreement.




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(h)              
 If any Other Securitization includes a Serviced Companion Loan and is subject to the reporting requirements of the Exchange Act,
then the obligations of the parties hereto set forth in this Article XI with respect such Other Securitization shall remain in full force
and effect notwithstanding that the Trust may cease to be subject to the reporting requirements of the Exchange Act.


Section 11.16   
Certain Matters Regarding Significant Obligors. For the avoidance of doubt, there is no “significant obligor”
(within the meaning of Item 1101(k) of Regulation AB) as of the Closing Date (“Significant Obligor”) related to the
Trust.


Section 11.17   
Impact of Cure Period. For the avoidance of doubt, neither the Master Servicer nor the Special Servicer shall be subject
to a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration of the Grace Period
applicable to such party’s obligations under Article XI as provided for in such clause (iii) nor shall any
such party be deemed to not be in compliance under this Agreement, during any Grace Period provided for in this Article XI;
provided that if any such party fails to comply with the delivery requirements of this Article XI by the expiration
of any applicable Grace Period such failure shall constitute a Servicer Termination Event. Neither the Master Servicer nor the Special
Servicer shall be subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior to the
expiration of the Grace Period applicable to such party’s obligations under this Article XI as provided for in such
clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement, for failing to deliver any item
required under this Article XI by the time required hereunder with respect to any reporting period for which the Trust (or
any trust in a related Other Securitization) is not required to file Exchange Act reports.


[End of Article XI]


Article XII



THE ASSET REPRESENTATIONS REVIEWER


Section 12.01   
Asset Review.


(a)              
On or prior to each Distribution Date, based on either the CREFC® Delinquent Loan Status Report or the CREFC®
Loan Periodic Update File, the Certificate Administrator shall determine if an Asset Review Trigger has occurred. If an Asset Review Trigger
is determined to have occurred, the Certificate Administrator shall promptly provide notice to all Certificateholders and each other party
to this Agreement. Any notice required to be delivered to the Certificateholders pursuant to this Article XII shall be delivered
by the Certificate Administrator by posting such notice on the Certificate Administrator’s Website, by mailing such notice to the
Certificateholders’ addresses appearing in the Certificate Register in the case of Definitive Certificates and by delivering such
notice via the Depository in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Form 10-D relating
to the reporting period in which the Asset Review Trigger occurred the following statement describing the events that caused the Asset
Review Trigger to occur: “As of the [Date of Distribution], the following mortgage loans identified below are 60 or more days delinquent
and




    	 	-448-	 



     


    

an Asset Review Trigger as defined in the Pooling
and Servicing Agreement has occurred”. On each Distribution Date occurring after providing such notice to Certificateholders, the
Certificate Administrator, based on information provided to it by the Master Servicer, shall determine whether (1) any additional
Mortgage Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset
Review Trigger has ceased to exist, and, if there is an occurrence of any of the clauses (1), (2) and/or (3), deliver
written notice of such information (which may be via email) substantially in the form attached hereto as Exhibit SS within
two (2) Business Days to the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer.


If Certificateholders evidencing
not less than 5% of the aggregate Voting Rights of the Certificates deliver to the Certificate Administrator, within ninety (90) days
after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a vote to commence
an Asset Review (such written direction, the “Asset Review Vote Election”), then upon receipt of the Asset Review Vote
Election, the Certificate Administrator shall promptly provide written notice thereof to all Certificateholders (with a copy to the Asset
Representations Reviewer) and conduct a solicitation of votes in accordance with Section 5.10 to authorize an Asset Review.
Upon the affirmative vote to authorize an Asset Review of Holders of Certificates evidencing at least a majority of an Asset Review Quorum
within 150 days of receipt of the Asset Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate
Administrator shall promptly provide written notice thereof to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers,
the Directing Certificateholder, the Risk Retention Consultation Party and the Certificateholders (the “Asset Review Notice”).
Upon receipt of an Asset Review Notice, the Asset Representations Reviewer shall request access to the Secure Data Room by providing the
Certificate Administrator with a certification substantially in the form attached hereto as Exhibit RR (which shall be sent
via email to trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate Administrator’s Website).
Upon receipt of such certification, the Certificate Administrator shall promptly (and in any case within two (2) Business Days after such
receipt) grant the Asset Representations Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not
occurred within such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or
cast a vote for an Asset Review and the Asset Representations Reviewer shall not be required to review any Delinquent Loan unless and
until (A) an additional Mortgage Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) an Asset
Review Trigger has occurred as a result or otherwise is in effect, (C) the Certificate Administrator has received any Asset Review
Vote Election after the occurrence of the events described in clauses (A) and (B) in this sentence and (D) an
Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described in clause (C) in
this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make
any additional Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket expenses
incurred by the Certificate Administrator in connection with administering such vote will be paid as an expense of the Trust from the
Collection Account. The Certificate Administrator shall be entitled to administer any vote in connection with the foregoing through an
agent.




    	 	-449-	 



     


    

(b)              
 (i)  Upon receipt of an Asset Review Notice, the Custodian (with respect to the following clauses (1) - (5)
for all Mortgage Loans), the Master Servicer (with respect to the following clauses (6) and (7) for Non-Specially Serviced
Loans) and the Special Servicer (with respect to clauses (6) and (7) for Specially Serviced Loans), in each case to the
extent in such party’s possession, shall promptly, but in no event later than ten (10) Business Days (except with respect to the
following clause (7)) after receipt of such notice from the Certificate Administrator, provide or make available, the following
materials (in secure electronic format) to the Asset Representations Reviewer (collectively, with the Diligence Files posted on the Secure
Data Room by the Certificate Administrator pursuant to Section 4.08, a copy of the Prospectus, a copy of each related Mortgage
Loan Purchase Agreement and a copy of this Agreement, the “Review Materials”):


(1)       a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that is subject
to an Asset Review;


(2)       a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the Trustee,
with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


(3)       copies
of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not already covered
pursuant to items (1) or (2) above;


(4)       a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements related to each Delinquent
Loan that is subject to an Asset Review;


(5)       a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related to each
Delinquent Loan that is subject to an Asset Review;


(6)       a
copy of any notice previously delivered by the Master Servicer or the Special Servicer, as applicable, of any alleged Defect or Breach
with respect to any Delinquent Loan; and


(7)       any
other related documents that are reasonably requested by the Asset Representations Reviewer to be delivered by the Master Servicer or
the Special Servicer, as applicable, in the time frames and as otherwise described below.


(ii)              
In the event that, as part of an Asset Review of any Mortgage Loan, the Asset Representations Reviewer determines that the Review
Materials provided to it with respect to any Mortgage Loan are missing any document that is required to be part of the Review Materials
for such Mortgage Loan and that is necessary in connection with its completion of the Asset Review, the Asset Representations Reviewer
shall promptly, but in no event later than ten (10) Business Days after receipt of the Review Materials, notify




    	 	-450-	 



     


    

the Master Servicer (with respect to
Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing documents,
and the Master Servicer or the Special Servicer, as applicable, shall promptly, but in no event later than ten (10) Business Days after
receipt of such notification from the Asset Representations Reviewer, deliver to the Asset Representations Reviewer such missing documents
to the extent in its possession; provided that any such notification and/or request shall be in writing, specifically identifying
the documents being requested and sent to the notice address for the related party set forth in Section 13.05 of this Agreement.
In the event any missing documents are not provided by the Master Servicer or Special Servicer, as applicable, within such 10-Business
Day period, the Asset Representations Reviewer shall request such documents from the related Mortgage Loan Seller; provided that
the Mortgage Loan Seller shall be required under the related Mortgage Loan Purchase Agreement to, deliver such additional documents only
to the extent such documents are in the possession of such party but in any event excluding any documents that contain information that
is proprietary to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal communications.


(iii)            
The Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a
Person that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information can be
independently verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined by the Asset
Representations Reviewer in its good faith and sole discretion to be relevant to the Asset Review (any such information, “Unsolicited
Information”) conducted pursuant to this Section 12.01 hereof.


(iv)            
Upon receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence Files posted to the
Secure Data Room with respect to a Delinquent Loan, the Asset Representations Reviewer, as an independent contractor, shall commence
a review of the compliance of each Delinquent Loan with the representations and warranties related to that Delinquent Loan (such review,
the “Asset Review”). The Asset Representations Reviewer shall perform an Asset Review with respect to each representation
and warranty made by the related Mortgage Loan Seller with respect to such Delinquent Loan in accordance with the Asset Review Standard
and the procedures set forth on Exhibit QQ hereto (such procedure, a “Test”); provided, however, the
Asset Representations Reviewer may, but is under no obligation to, modify any Test and/or associated Review Materials described in Exhibit
QQ if, and only to the extent, the Asset Representations Reviewer determines pursuant to the Asset Review Standard that it is necessary
to modify such Test and/or such associated Review Materials in order to facilitate its Asset Review in accordance with the Asset Review
Standard. Once an Asset Review of a Mortgage Loan is completed, no further Asset Review shall be required in respect of, or performed
on, such Mortgage Loan notwithstanding that such Mortgage Loan may continue to be a Delinquent Loan or again become a Delinquent Loan
at a time when a new Asset Review Trigger occurs and a new Affirmative Asset Review Vote is obtained subsequent to the occurrence of
such new Asset Review Trigger.




    	 	-451-	 



     


    

(v)              
 No Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer shall
not be required to review any information other than (x) the Review Materials or (y) if applicable, Unsolicited Information.


(vi)            
The Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (x) assume, without
independent investigation or verification, that the Review Materials are accurate and complete in all material respects and (y) conclusively
rely on such Review Materials.


(vii)         
The Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within fifty-six (56)
days after the date on which access to the Secure Data Room is provided to the Asset Representations Reviewer by the Certificate Administrator;
provided that the Asset Representations Reviewer shall not be required to prepare a preliminary report in the event the Asset
Representations Reviewer determines that there is no Test failure with respect to the related Delinquent Loan. In the event that the
Asset Representations Reviewer determines that the Review Materials are insufficient to complete a Test and such missing documentation
is not delivered to the Asset Representations Reviewer by the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special
Servicer (with respect to Specially Serviced Loans) to the extent in its possession or by the related Mortgage Loan Seller within ten
(10) Business Days following the request by the Asset Representations Reviewer as described in Section 12.01(b)(ii), the
Asset Representations Reviewer shall list such missing documents in such preliminary report setting forth the preliminary results of
the application of the Tests and the reasons why such missing documents are necessary to complete a Test and (if the Asset Representations
Reviewer has so concluded) that the absence of such documents shall be deemed to be a failure of such Test. The Asset Representations
Reviewer shall provide such preliminary report to the Master Servicer or the Special Servicer, as applicable, and the related Mortgage
Loan Seller. The Special Servicer, if applicable, may review such preliminary report and determine whether any information contained
in such preliminary report shall be labeled as “Privileged Information” and thus be excluded from the Asset Review Report
and Asset Review Report Summary. If the preliminary report indicates that any of the representations and warranties fails or is deemed
to fail any Test, the related Mortgage Loan Seller shall have ninety (90) days (the “Cure/Contest Period”) to remedy
or otherwise refute the failure. Any documents provided or explanations given to support the Mortgage Loan Seller’s claim that
the representation and warranty has not failed a Test or that any missing documents in the Review Materials are not required to complete
a Test shall be promptly delivered by the related Mortgage Loan Seller to the Asset Representations Reviewer.


(viii)         
The Asset Representations Reviewer shall, within sixty (60) days after the date on which access to the Secure Data Room is provided
to the Asset Representations Reviewer by the Certificate Administrator or within the ten (10) days after the expiration of the Cure/Contest
Period (whichever is later), complete an Asset Review with respect to each Delinquent Loan and deliver (i) a report setting forth
the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined there is any evidence of a
failure of any Test based on the Asset Review and a statement that the




    	 	-452-	 



     


    

Asset Representations Reviewer’s
findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”)
to each party to this Agreement and the related Mortgage Loan Seller for each Delinquent Loan and (ii) a summary of the Asset Representations
Reviewer’s conclusions included in such Asset Review Report (an “Asset Review Report Summary”) to the Trustee,
the Master Servicer, the Special Servicer and the Certificate Administrator. The period of time by which the Asset Review Report must
be completed and delivered may be extended by up to an additional thirty (30) days, upon written notice to the parties to this Agreement
and the applicable Mortgage Loan Seller, if the Asset Representations Reviewer determines pursuant to the Asset Review Standard that such
additional time is required due to the characteristics of the Mortgage Loan and/or the Mortgaged Property or Mortgaged Properties. In
no event may the Asset Representations Reviewer determine whether any Test failure constitutes a Material Defect, or whether the Trust
should enforce any rights it may have against the applicable Mortgage Loan Seller (or, in the case of (i) Barclays, BCHI in respect of
its obligations under the Barclays Mortgage Loan Purchase Agreement, (ii) SGFC, Société Générale in respect
of its obligations under the SGFC Mortgage Loan Purchase Agreement and (iii) BSPRT, FBRT in respect of its obligations under the BSPRT
Mortgage Loan Purchase Agreement), which, in each case, shall be a responsibility of the Special Servicer or Master Servicer, as applicable,
pursuant to Section 2.03(f) of this Agreement.


(ix)           
In addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from the
Master Servicer or the Special Servicer, as applicable, or the related Mortgage Loan Seller in sufficient time to allow the Asset Representations
Reviewer to complete its Asset Review and deliver an Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review
Report solely based on the documentation received by the Asset Representations Reviewer with respect to the related Delinquent Loan, and
the Asset Representations Reviewer shall have no responsibility to independently obtain any such documentation from any party to this
Agreement.


(x)              
Within forty-five (45) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Enforcing Servicer shall
determine whether at that time, based on the Servicing Standard, there exists a Material Defect with respect to such Mortgage Loan. If
the Enforcing Servicer determines that a Material Defect exists, the Enforcing Servicer shall enforce the obligations of the related Mortgage
Loan Seller with respect to such Material Defect in accordance with Section 2.03(b).


(c)              
The Asset Representations Reviewer shall keep all information appropriately labeled as “Privileged Information” confidential
and shall not disclose such Privileged Information to any Person (including Certificateholders), other than (1) to the extent expressly
required by this Agreement in an Asset Review Report or otherwise, to the other parties to this Agreement with a notice indicating that
such information is Privileged Information or (2) pursuant to a Privileged Information Exception. Each party to this Agreement that receives
Privileged Information from the Asset Representations Reviewer with a notice stating that such information is Privileged Information shall
not disclose such Privileged Information to any Person without the prior written consent of the Special Servicer other than pursuant to
a




    	 	-453-	 



     


    

Privileged Information Exception. In addition,
the Asset Representations Reviewer shall keep all documents and information received by the Asset Representations Reviewer in connection
with an Asset Review that are provided by the applicable Mortgage Loan Seller, the Master Servicer and the Special Servicer confidential
and shall not disclose such documents or information except for purposes of complying with its duties and obligations hereunder.


 


In addition, with respect to any Delinquent Loan that
is a Non-Serviced Mortgage Loan, to the extent any documents required by the Asset Representations Reviewer to complete a Test are missing
or have not been received from the related Mortgage Loan Seller, the Asset Representations Reviewer shall request such document(s) from
the related Non-Serviced Master Servicer (if such Non-Serviced Mortgage Loan is being serviced by a Non-Serviced Master Servicer) or the
related Non-Serviced Special Servicer (if such Non-Serviced Mortgage Loan is being serviced by a Non-Serviced Special Servicer).


(d)              
The Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided that no agent
or subcontractor may (1) be affiliated with any Mortgage Loan Seller, Master Servicer, Special Servicer, the Depositor, the Certificate
Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates or (2) have been paid any fees,
compensation or other remuneration by an Underwriter, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator,
the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection with due diligence or other services
with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence, the Asset Representations Reviewer
shall remain obligated and primarily liable for any Asset Review required hereunder in accordance with the provisions of this Agreement
without diminution of such obligation or liability or related obligation or liability by virtue of such delegation or arrangements or
by virtue of indemnification from any Person acting as its agents or subcontractor to the same extent and under the same terms and conditions
as if the Asset Representations Reviewer alone were performing its obligations under this Agreement. The Asset Representations Reviewer
shall be entitled to enter into an agreement with any agent or subcontractor providing for indemnification of the Asset Representations
Reviewer by such agent or subcontractor, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


Section 12.02   
Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability.


(a)              
As compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid a fee (the “Asset
Representations Reviewer Fee”), payable monthly from amounts received in respect of each Mortgage Loan and REO Loan and shall
be equal to the product of a rate equal to 0.00023% per annum (the “Asset Representations Reviewer Fee Rate”)
and the Stated Principal Balance of the Mortgage Loans and any REO Loans (excluding any Companion Loan) and shall be calculated in
the same manner as interest is calculated on such Mortgage Loans.




    	 	-454-	 



     


    

(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”).


(c)              
The Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Loan (or, in the case of a Joint Mortgage Loan,
the applicable Mortgage Loan Seller Percentage Interest thereof) shall be paid by the related Mortgage Loan Seller; provided, however,
that if the related Mortgage Loan Seller is insolvent, such fee shall be paid by the Trust out of general collections on deposit in the
Collection Account following delivery by the Asset Representations Reviewer of evidence reasonably satisfactory to the Master Servicer
of such insolvency; provided, further, that notwithstanding any payment of such fee by the Issuing Entity to the Asset Representations
Reviewer, such fee will remain an obligation of the related Mortgage Loan Seller and the Enforcing Servicer shall, to the extent consistent
with the Servicing Standard, pursue remedies against such Mortgage Loan Seller in order to seek recovery of such amounts from such Mortgage
Loan Seller or its insolvency estate.


(d)              
Notwithstanding the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall be included
in the Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased by a Mortgage Loan Seller
to the extent such fee was not already paid by the related Mortgage Loan Seller, and such portion of the Purchase Price received shall
be used to reimburse the Trust for such fees paid to the Asset Representations Reviewer pursuant to Section 12.02(c).


(e)              
The Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


(f)               
The Asset Representations Reviewer may assign its rights and obligations under this Agreement in connection with the sale or transfer
of all or substantially all of its Asset Representations Reviewer portfolio, provided that: (i) the purchaser or transferee accepting
such assignment and delegation (A) is an Eligible Asset Representations Reviewer, organized and doing business under the laws of the United
States of America, any state of the United States of America or the District of Columbia, authorized under such laws to perform the duties
of the asset representations reviewer resulting from a merger, consolidation or succession that is permitted under this Agreement, (B)
executes and delivers to the Trustee and the Certificate




    	 	-455-	 



     


    

Administrator an agreement that contains an
assumption by such person of the due and punctual performance and observance of each covenant and condition to be performed or observed
by the asset representations reviewer under this Agreement from and after the date of such agreement and (C) is not a Prohibited Party
under this Agreement; (ii) the Asset Representations Reviewer shall not be released from its obligations under this Agreement that arose
prior to the effective date of such assignment and delegation; (iii) the rate at which each of the Asset Representations Reviewer Fee
and the Asset Representations Reviewer Asset Review Fee (or any component thereof) is calculated shall not exceed the rate then in effect
and (iv) the resigning Asset Representations Reviewer shall be responsible for the reasonable costs and expenses of each other party to
this Agreement and the Rating Agencies in connection with such transfer. Upon acceptance of such assignment and delegation, the purchaser
or transferee shall provide notice to each party to this Agreement and then will be the successor asset representations reviewer hereunder.


Section 12.03   
Resignation of the Asset Representations Reviewer.(a) The Asset Representations Reviewer may at any time resign and be discharged
from its obligations hereunder by giving written notice thereof to the other parties to this Agreement and each Rating Agency. In addition,
the asset representations reviewer will at all times be, and will be required to resign if it fails to be an Eligible Asset Representations
Reviewer by giving written notice to the other parties. Upon such notice of resignation, the Depositor shall promptly appoint a successor
asset representations reviewer that is an Eligible Asset Representations Reviewer. No resignation of the asset representations reviewer
will be effective until a successor asset representations reviewer that is an Eligible Asset Representations Reviewer has been appointed
and accepted the appointment. If no successor asset representations reviewer shall have been so appointed and have accepted appointment
within thirty (30) days after the giving of such notice of resignation, the resigning Asset Representations Reviewer may petition
any court of competent jurisdiction for the appointment of a successor asset representations reviewer that is an Eligible Asset Representations
Reviewer. The Asset Representations Reviewer will bear all reasonable costs and expenses of each other party hereto and each Rating Agency
in connection with its resignation.


Section 12.04   
Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its Affiliates
shall make any investment in any Class of Certificates; provided, however, that such prohibition shall not apply to (i) riskless
principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or (ii) investments by an Affiliate
of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate maintain policies and procedures that (A) segregate
personnel involved in the activities of the Asset Representations Reviewer under this Agreement from personnel involved in such Affiliate’s
investment activities and (B) prevent such Affiliate and its personnel from gaining access to information regarding the Trust and
the Asset Representations Reviewer and its personnel from gaining access to such Affiliate’s information regarding its investment
activities.


Section 12.05   
Termination of the Asset Representations Reviewer.


(a)              
An “Asset Representations Reviewer Termination Event” means any one of the following events whether it shall
be voluntary or involuntary or be effected by operation of




    	 	-456-	 



     


    

law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or governmental body:


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


(ii)              
any failure by the Asset Representations Reviewer to perform its obligations set forth hereunder in accordance with the Asset Review
Standard in any material respect, which failure shall continue unremedied for a period of thirty (30) days after the date on which
written notice of such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this
Agreement;


(iii)           
any failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue
unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied,
is given to the Asset Representations Reviewer by any party to this Agreement;


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


(v)              
the Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee
in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating
to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


(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.




    	 	-457-	 



     


    

Upon receipt by the Certificate
Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate Administrator
shall promptly provide written notice to all Certificateholders (which shall be simultaneously delivered to the Asset Representations
Reviewer) in accordance with the notice distribution procedures described in Section 12.01(a), unless the Certificate Administrator
has received written notice that such Asset Representations Reviewer Termination Event has been remedied. If an Asset Representations
Reviewer Termination Event shall occur then, and in each and every such case, so long as such Asset Representations Reviewer Termination
Event shall not have been remedied, either the Trustee (i) may or (ii) upon the written direction of Holders of Certificates
evidencing not less than 25% of the Voting Rights (without regard to the application of any Cumulative Appraisal Reduction Amounts), the
Trustee shall, terminate all of the rights and obligations of the Asset Representations Reviewer under this Agreement, other than rights
and obligations accrued prior to such termination (including the right to receive all amounts accrued and owing to it under this Agreement)
and other than indemnification rights (arising out of events occurring prior to such termination), by notice in writing to the Asset Representations
Reviewer. The Asset Representations Reviewer is required to bear all reasonable costs and expenses of itself and of each other party to
this Agreement in connection with its termination due to an Asset Representations Reviewer Termination Event. Notwithstanding anything
herein to the contrary, the Depositor and each Mortgage Loan Seller shall have the right, but not the obligation, to notify the Certificate
Administrator and the Trustee of any Asset Representations Reviewer Termination Event of which it becomes aware.


(b)              
Upon (i) the written direction of Holders of Principal Balance Certificates and/or the Class VRR Certificates evidencing not
less than 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 by mailing such notice to the Asset Representations Reviewer and
to all Certificateholders in accordance with the notice distribution procedures described in Section 12.01(a). Upon the written
direction of Holders of Principal Balance Certificates and the Class VRR Certificates evidencing more than 75% of a Certificateholder
Quorum (without regard to the application of any Cumulative Appraisal Reduction Amounts), the Trustee shall terminate all of the rights
and obligations of the Asset Representations Reviewer under this Agreement (other than any rights or obligations that accrued prior to
the date of such termination and other than indemnification rights arising out of events occurring prior to such termination) by notice
in writing to the Asset Representations Reviewer and appoint the proposed successor. As between the Asset Representations Reviewer, on
the one hand, and the Holders of Principal Balance Certificates and the Class VRR Certificates, on the other, such Certificateholders
shall be entitled in their sole discretion to vote for the termination or not vote for the termination of the Asset Representations Reviewer.
In the event that Holders of the Principal Balance Certificates and the Class VRR Certificates evidencing at least 75% of the Certificateholder
Quorum elect to remove the Asset Representations Reviewer without cause and appoint a successor, the successor asset representations reviewer
will be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.




    	 	-458-	 



     


    

(c)              
 On or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than thirty (30) days
after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2) the Trustee delivers
such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor asset representations
reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of the appointment of an Asset Representations
Reviewer to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Directing Certificateholder
and each Certificateholder within one Business Day of such appointment.


The Asset Representations
Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations Reviewer ceases to be an Eligible
Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify the Master Servicer, the Special Servicer,
the Trustee, the Operating Advisor, the Certificate Administrator and the Directing Certificateholder of such disqualification and immediately
resign under Section 12.03 of this Agreement and the Trustee shall appoint a successor asset representations reviewer subject
to and in accordance with this Section 12.05. Notwithstanding the foregoing, if the Trustee is unable to find a successor
asset representations reviewer within thirty (30) days of the termination of the Asset Representations Reviewer, the Depositor shall
be permitted to find a replacement. The Trustee shall not be liable for any failure to identify and appoint a successor asset representations
reviewer so long as the Trustee uses commercially reasonable efforts to conduct a search for a successor asset representations reviewer
and such failure is not a result of the Trustee’s negligence, bad faith or willful misconduct in the performance of its obligations
hereunder.


(d)              
Upon any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer,
the Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate Administrator
(who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor, the Mortgage Loan Sellers,
the Depositor and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder and each
Rating Agency. In the event that the Asset Representations Reviewer is terminated, all of its rights and obligations under this Agreement
shall terminate, other than any rights or obligations that accrued prior to the date of such termination (including the right to receive
all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out of events occurring prior
to such termination).




    	 	-459-	 



     


    

[End of Article XII]


Article XIII



MISCELLANEOUS PROVISIONS


Section 13.01   
Amendment. (a)  This Agreement may be amended from time to time by the parties hereto, without the consent of
any of the Certificateholders or the Companion Holders:


(i)                
to correct any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;


(ii)               
to cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus
(or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or this Agreement or
to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;


(iii)           
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)             
to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any
Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests
of any Certificateholder or Companion Holder;


(v)             
to modify, eliminate or add to the provisions of Section 5.03(o) or any other provision hereof restricting transfer
of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion
of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


(vi)           
to revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change; provided
that the required action shall




    	 	-460-	 



     


    

not adversely affect in any material
respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or
addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a
Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced
Pari Passu Companion Loan Securities (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);


(vii)           
to amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each Class
of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings
of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


(viii)       
to modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances
and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25);


(ix)             
to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating
Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to




    	 	-461-	 



     


    

Section 3.13(c) and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website;


(x)              
to modify, eliminate or add to any provisions of this Agreement to such extent as would be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or


(xi)            
to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment
or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, in each case as evidenced
by an Opinion of Counsel.


Notwithstanding the foregoing, no such amendment
(A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise or change any
rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary hereunder,
without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor or (B) may materially
and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


(b)              
This Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)               
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion
Holder without the consent of such Companion Holder; or


(ii)              
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


(iii)             
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)            
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party




    	 	-462-	 



     


    

beneficiary hereunder, without the consent
of such Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)              
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25) and, if required under the related Intercreditor Agreement, the consent of the
holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


(c)            
Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment hereto without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder,
that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust
Fund, the Grantor Trust or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to qualify as
a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to this Agreement may be made that changes any provisions
specifically required to be included in this Agreement by any Intercreditor Agreement or that otherwise materially and adversely affects
the holder of a Companion Loan without the consent of the holder of the related Companion Loan(s).


(d)             
Promptly after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to
the Certificate Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a copy
of the same on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c),
as applicable, and thereafter, the Certificate Administrator shall furnish a copy of such amendment in electronic format to each Certificateholder
and each Serviced Companion Noteholder, the Depositor, the Master Servicer, the Special Servicer, the Underwriters and the Rating Agencies.


(e)              
It shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular
form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations
as the Certificate Administrator may prescribe.


(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.




    	 	-463-	 



     


    

(g)              
 The cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or (c) and the cost of any
amendment entered into hereunder shall be borne by the Person seeking the related amendment, except that if the Master Servicer, the Certificate
Administrator or the Trustee requests any amendment of this Agreement in furtherance of the rights and interests of Certificateholders,
the cost of any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a) or (c) shall be payable
out of the Collection Account.


(h)              
The Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect to
any class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25).


(i)               
To the extent the Operating Advisor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the
Asset Representations Reviewer or the Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c) in connection
with executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection with entering
into such amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.


(j)                
Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this Section 13.01,
Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with
respect to matters described above as they would if any other Person held such Certificates, so long as neither the Depositor nor any
of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


(k)              
This Agreement may not be amended without the consent of the AB Whole Loan Controlling Holder if such amendment would materially
and adversely affect the related Mortgage Loan or the rights of such Companion Holder hereunder.


(l)                
In addition, if one but not all of the Mortgage Notes evidencing a Joint Mortgage Loan is repurchased by the applicable Mortgage
Loan Sellers, this Agreement may be amended by the parties hereto (at the expense of the party requesting such amendment (or, if the Master
Servicer or Special Servicer is requesting such amendment in connection with the fulfillment of its duties under this Agreement, at the
expense of the Trust)), without the consent of any Certificateholder, to add or modify provisions relating to the applicable Repurchased
Note for purposes of the servicing and administration of such Repurchased Note provided that the amendment shall not adversely affect
in any material respect the interests of the Certificateholders, as evidenced by a Rating Agency Confirmation from each Rating Agency
(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




    	 	-464-	 



     


    

Mortgage Notes with respect to a Joint Mortgage
Loan is repurchased, the terms of Section 3.34 shall govern the servicing and administration of such Joint Mortgage Loan.


Section 13.02   
Recordation of Agreement; Counterparts. (a)  To the extent permitted by applicable law, this Agreement is subject
to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which
any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Certificate Administrator at the expense of the Depositor on direction by the Special Servicer
and with the consent of the Depositor (which may not be unreasonably withheld), but only upon direction accompanied by an Opinion of Counsel
(the cost of which shall be paid by the Depositor) to the effect that such recordation materially and beneficially affects the interests
of the Certificateholders.


(b)              
For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may
be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall
constitute one and the same instrument, and the words “executed,” “signed,” “signature,” and words
of like import as used above and elsewhere in this Agreement or in any other certificate, agreement or document related to this transaction
shall include, in addition to manually executed signatures, images of manually executed signatures transmitted by facsimile or other electronic
format (including, without limitation, “pdf”) and other electronic signatures (including, without limitation, any electronic
sound, symbol, or process, attached to or logically associated with a contract or other record and executed or adopted by a person with
the intent to sign the record). The use of electronic signatures and electronic records (including, without limitation, any contract or
other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity
and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable
law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records
Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the
Uniform Commercial Code.


(c)              
The Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue of the
fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s expense.


Section 13.03   
Limitation on Rights of Certificateholders. (a)  The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs to claim an accounting
or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations
and liabilities of the parties hereto or any of them.


(b)              
No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control
the operation and management of the 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




    	 	-465-	 



     


    

liability to any third party by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.


(c)              
Other than with respect to any rights to deliver a Certificateholder Repurchase Request and exercise the rights described under
Section 2.03(k)(i), no Certificateholder shall have any right by virtue of any provision of this Agreement to institute any
suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, any Intercreditor Agreement, any Mortgage
Loan, or with respect to the Certificates, unless, with respect to any suit, action or proceeding upon or under or with respect to this
Agreement, such Holder previously shall have given to the Trustee and the Certificate Administrator a written notice of default, and of
the continuance thereof, as herein before provided, or of the need to institute such suit, action or proceeding on behalf of the Trust
and unless also (except in the case of a default by the Trustee) the Holders of Certificates of any Class evidencing not less than 50%
of the related Percentage Interests in such Class shall have made written request upon the Trustee to institute such action, suit or proceeding
in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity reasonably satisfactory to it as it may require
against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for sixty (60) days after its receipt
of such notice, request and offer of such indemnity, shall have neglected or refused to institute any such action, suit or proceeding.
The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it hereunder or to institute, conduct or defend
any litigation hereunder or in relation hereto at the request, order or direction of any of the Holders of Certificates unless such Holders
have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred
therein or hereby. It is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder
and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatsoever by virtue of any provision
of this Agreement or the Certificates to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or
to obtain or seek to obtain priority over or preference to any other such Holder, which priority or preference is not otherwise provided
for herein, or to enforce any right under this Agreement or the Certificates, except in the manner herein or therein provided and for
the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 13.03(c),
each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.


Section 13.04   
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING
UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE
RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401
AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.




    	 	-466-	 



     


    

EACH OF THE PARTIES HERETO
IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED
STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT; (II) WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES
THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION
BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY
THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


THE PARTIES HERETO HEREBY
WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT,
TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


Section 13.05   
Notices. (a)  Any communications provided for or permitted hereunder shall be in writing and, unless otherwise
expressly provided herein, shall be deemed to have been duly given when delivered to (or, in the case of facsimile or electronic notices,
when received by):


In the case of the Depositor:



Barclays Commercial Mortgage Securities LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson

Email: daniel.vinson@barclays.com


with a copy to:



Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Attention: Steven P. Glynn, Director, Legal Department

Email: steven.glynn@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




    	 	-467-	 



     


    

with a copy to:



Stinson LLP

1201 Walnut Street

Suite 2900

Kansas City, Missouri 64106 2150

Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com

Fax Number: (816)-412-9338


 


In the case of the 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


or with respect solely to e-mail pursuant
to Section 3.13(c) and Section 13.10 to inquiries@lnrproperty.com


In the case of the Directing Certificateholder:


LNR Securities Holdings, LLC


2340 Collins 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


In the case of the Risk Retention Consultation
Party:


 


Barclays Bank PLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson, Managing Director

Email: daniel.vinson@barclays.com


with a copy to:




    	 	-468-	 



     


    

Barclays Bank PLC

745 Seventh Avenue

New York, New York

Attention: Steven P. Glynn, Legal Department

Email: steven.glynn@barclays.com


In the case of the Trustee:



Wilmington Trust, National Association

1100 North Market Street

Wilmington Delaware 19890

Attention: CMBS Trustee



with a copy to:



Telecopy number (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com


In the case of the Certificate Administrator:



Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – BBCMS 2022-C16



with a copy to:



cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


In the case of any transfer or surrender
of a Class VRR Certificate pursuant to Article V:


Computershare Trust Company, National Association


9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody (CMBS) – BBCMS 2022-C16


with a copy to:



riskretentioncustody@wellsfargo.com


In the case of the Certificate Registrar:




    	 	-469-	 



     


    



600 South 4th Street

7th Floor

Minneapolis, Minnesota 55415

Attention: Certificate Transfer Services (CMBS): BBCMS 2022-C16


In the case of the Custodian:


 


Computershare Trust Company, National Association

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: Document Custody Group: BBCMS 2022-C16



with a copy to:



Email: cmbscustody@wellsfargo.com


In the case of a surrender, transfer
or exchange of a Certificate other than a Class VRR Certificate:



Computershare Trust Company, National Association

600 South 4th Street

7th Floor

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services – BBCMS 2022-C15


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-C16 – Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


In the case of the Mortgage Loan Sellers:


		(i)	Barclays Capital Real Estate Inc.

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson, Managing Director

Email: daniel.vinson@barclays.com



with a copy to:



Barclays Capital Real Estate Inc.

745 Seventh Avenue

New York, New York 10019







    	 	-470-	 



     


    

Attention: Steven P. Glynn, Legal Department

Email: steven.glynn@barclays.com


		(ii)	Societe Generale Financial Corporation

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: Jim Barnard

E-mail: US-Glba-Abp-Cmbs-Notices@sgcib.com



with a copy to:



Societe Generale Financial Corporation

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: General Counsel

E-mail: US-Glba-Abp-Cmbs-Notices@sgcib.com


		(iii)	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







    	 	-471-	 



     


    

Facsimile: (405) 236-1448

Email: mmoore-allen@mccoy-orta.com


		(iv)	Natixis Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Real Estate Administration

Facsimile No.: (212) 891-5777

E-mail: USCIBGlobalFinanceAssetMangagementTeam@natixis.com



for all legal notices to:



Natixis North America LLC

Office of the General Counsel

1251 Avenue of the Americas

New York, New York 10020

E-mail: CMBSnotices@natixis.com


		(v)	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


		(vi)	BSPRT CMBS Finance, LLC

1345 Avenue of the Americas, Suite 32A

New York, New York 10105

Attention: Micah Goodman



		(vii)	LMF Commercial, LLC

590 Madison Avenue, 9th Floor

New York, New York 10022

Attention: Kenneth M. Gorsuch, Managing Director

Email: Ken.Gorsuch@lmfcommercial.com



and, with respect to certifications pursuant
to Section 2.03 of this Agreement, with a copy to:


McCoy & Orta

100 N. Broadway, 26th Floor

Oklahoma City, Oklahoma 73102




    	 	-472-	 



     


    

with a copy by email to: vorta@mccoy-orta.com


and with a copy to:


Marcia Moore Allen

email: mmoore-allen@mccoy-orta.com


In the case of any mezzanine lender:



The address set forth in the related Intercreditor Agreement.


In the case of any Companion Holder:



The address set forth in the related Intercreditor Agreement.


To each such Person, such
other address as may hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted to
be delivered to a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of
such Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives such notice.


(b)              
Any party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver
such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the address listed
below, promptly following the occurrence thereof. The Master Servicer or Special Servicer, as applicable, the Certificate Administrator,
and Trustee also shall furnish such other information regarding the Trust as may be reasonably requested by the Rating Agencies to the
extent such party has or can obtain such information without unreasonable effort or expense; provided, however, that such
other information is first provided to the 17g-5 Information Provider in accordance with the procedures set forth in Section 3.13(c);
provided, further, that the 17g-5 Information Provider shall not disclose which Rating Agency has requested such information.
Notwithstanding the foregoing, the failure to deliver such notices or copies shall not constitute a Servicer Termination Event, as the
case may be, under this Agreement. Any confirmation of the rating by the Rating Agencies required hereunder shall be in writing.


Any notices to the Rating Agencies shall
be sent to the following addresses:



Fitch Ratings, Inc.

300 West 57th Street

New York, New York 10019

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com




    	 	-473-	 



     


    

DBRS, Inc.

22 W. Washington Street

Attention: CMBS Surveillance

Chicago, Illinois 60602

Cmbs.surveillance@morningstar.com


 


S&P Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

E-mail: CMBS_Info_17g5@spglobal.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.


Section 13.08   
Successors and Assigns; Third Party Beneficiaries. (a)  The provisions of this Agreement shall be binding upon
and inure to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure to the benefit
of the Certificateholders, subject to Section 13.03. Each Mortgage Loan Seller (and its respective agents), each Additional Repurchase
Obligor under a Mortgage Loan Purchase Agreement, each guarantor of a Mortgage Loan Seller’s obligations under the applicable Mortgage
Loan Purchase Agreement, each Companion Holder (and its respective agents), each Underwriter, each depositor of a Regulation AB Companion
Loan Securitization and the Initial Purchasers are




    	 	-474-	 



     


    

intended third-party beneficiaries to this
Agreement in respect of the respective rights afforded them hereunder. No other person, including, without limitation, any Mortgagor,
shall be entitled to any benefit or equitable right, remedy or claim under this Agreement. If one, but not all, of the Mortgage Notes
evidencing any Joint Mortgage Loan is repurchased, the applicable Repurchasing Mortgage Loan Seller shall be a third-party beneficiary
of this Agreement to the same extent as if it were a holder of a Serviced Pari Passu Companion Loan, as contemplated by Section 3.34
hereof.


(b)              
Each Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded it hereunder.
Each of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect to all provisions herein
expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other Trustee, and any provisions regarding
reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.


(c)              
Each of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced
Depositor, Non-Serviced Paying Agent and any Non-Serviced Trust holding a related Non-Serviced Companion Loan, shall be a third-party
beneficiary to this Agreement in respect to its rights as specifically provided for herein and under the applicable Non-Serviced Intercreditor
Agreement.


(d)              
Subject to Section 2.03(k)(ii), Section 2.03(l)(iv) and Section 2.03(l)(v), any Requesting
Certificateholder shall be an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k)
through Section 2.03(o).


Section 13.09   
Article and Section Headings. The article and section headings herein are for convenience of reference only, and shall not
limit or otherwise affect the meaning hereof.


Section 13.10   
Notices to the Rating Agencies. (a)  The Certificate Administrator shall use reasonable efforts promptly to provide
notice to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
(and the related 17g-5 information provider for any class of Serviced Companion Loan Securities to the extent applicable to any Serviced
Whole Loan) with respect to each of the following of which it has actual knowledge:


(i)                  
any material change or amendment to this Agreement;


(ii)                    the occurrence of a Servicer Termination Event that has not been cured;


(iii)                
the resignation or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer or the
Special Servicer; and


(iv)            
the repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller or Additional Repurchase Obligor pursuant
to Section 5 or Section 19, as applicable, of the related Mortgage Loan Purchase Agreement.




    	 	-475-	 



     


    

(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 Special Servicer,
as applicable, may include any reasonable disclaimer it deems appropriate with respect to such information. Notwithstanding anything to
the contrary herein, nothing in this Section 13.10 shall require a party to provide duplicative notices or copies to the Rating
Agencies with respect to any of the above listed items. In connection with the delivery by the Master Servicer or Special Servicer to
the 17g-5 Information Provider of any information, report, notice or document for posting to the 17g-5 Information Provider’s Website,
the 17g-5




    	 	-476-	 



     


    

Information Provider shall notify the Master
Servicer or Special Servicer when such information, report, notice or document has been posted. The Master Servicer or Special Servicer,
as applicable, may, but shall not be obligated to send such information, report, notice or document to the applicable Rating Agency so
long as such information, report, notice or document (i) was previously provided to the 17g-5 Information Provider or (ii) is
simultaneously provided to the 17g-5 Information Provider.


Section 13.11   
Recognition of U.S. Special Resolution Regimes.


(i)               
In the event a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of this Agreement
(and any interest and obligation in or under, and any property securing, this Agreement) from such Covered Party will be effective to
the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement (and any interest and obligation
in or under, and any property securing, this Agreement) were governed by the laws of the United States or a State of the United States.


(ii)              
In the event that a Covered Party or any BHC Affiliate of such Covered Party becomes subject to a proceeding under a U.S. Special
Resolution Regime, Default Rights under this Agreement that may be exercised against such Covered Party are permitted to be exercised
to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed
by the laws of the United States or a State of the United States.


(iii)             
For the purposes of this Section 13.11 and Section 13.12, the following definitions apply:


“BHC Affiliate”
has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. §1841(k).


“Covered Party”
means any party to this Agreement that is one of the following: (i) a “covered entity” as that term is defined in, and interpreted
in accordance with, 12 C.F.R. §252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. §47.3(b), or any subsidiary of such a covered bank to which 12 C.F.R. Part 47 applies in accordance with 12 C.F.R.
§47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §382.2(b).


“Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§252.81, 47.2 or 382.1, as
applicable.


“U.S. Special Resolution
Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of
the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.


Section 13.12   
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. 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




    	 	-477-	 



     


    

Agreement that is related, directly or indirectly,
to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each
an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor
protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable.


After a BHC Affiliate of
a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against
such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear
and convincing evidence, that the exercise of such Default Right is permitted hereunder.


Section 13.13   
Cooperation with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements. It is expressly agreed and
understood that, notwithstanding the assignment of the Mortgage Loan documents, it is expressly intended that each Mortgage Loan Seller
get the benefit of any securitization indemnification provisions in the Mortgage Loan documents. Therefore, the Depositor, the Master
Servicer, the Special Servicer and the Trustee hereby agree to reasonably cooperate with each Mortgage Loan Seller at the sole reasonable
expense of such Mortgage Loan Seller with respect to the benefits of the provisions of any section of a loan agreement or securitization
cooperation agreement related to indemnification of the lender and/or its Affiliates with respect to any securitization of the related
Mortgage Loan, including, without limitation, reassignment to the related Mortgage Loan Seller of such sections, but no other portion
of the Mortgage Loan documents, to permit the related Mortgage Loan Seller and its respective Affiliates to enforce such provisions for
their respective benefits; provided that none of the Depositor, the Master Servicer, the Special Servicer or the Trustee shall
be required to take any action that is inconsistent with the Servicing Standard, would violate applicable law, the terms and provisions
of this Agreement or the Mortgage Loan documents, would adversely affect any Certificateholder, would cause any Trust REMIC to fail to
qualify as a REMIC, or would result in the imposition of a “prohibited transaction” or “prohibited contribution”
tax under the REMIC Provisions. To the extent that the Trustee is required to execute any document facilitating an assignment under this
Section 13.13, such document shall be in form and substance reasonably acceptable to the Trustee.


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]




    	 	-478-	 



     


    

IN WITNESS WHEREOF, the parties
hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each case as of the day
and year first above written.





	 	BARCLAYS COMMERCIAL MORTGAGE 
	 	 	SECURITIES LLC,
	 	 	Depositor
	 	 	 
	 	 	 
	 	By:	  /s/ Larry Kravetz
	 	 	Name: Larry Kravetz

Title:   President



 


 


BCMS 2022-C16: Pooling and Servicing Agreement





    	 	 	 



     


    









	 	MIDLAND LOAN SERVICES, A DIVISION

                  OF PNC BANK, NATIONAL ASSOCIATION,

	 	Master Servicer
	 	 	 
	 	 	 
	 	By:	  /s/ David A. Eckels
	 	 	Name: David A. Eckels

Title: Senior Vice President







BBCMS 2022-C16: POOLING AND SERVICING AGREEMENT



    	 	 	 



     


    




	 	LNR PARTNERS, LLC,
	 	Special Servicer
	 	 	 
	 	 	 
	 	By:	  /s/ Jerry Hirschkorn
	 	 	Name: Jerry Hirschkorn
 Title:     Vice President






			
 



BCMS
2022-C16: 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-C16: 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 Representations Reviewer
	 	 	 
	 	 	 
	 	By:	Park Bridge Advisors LLC
	 	 	Its Sole Member
	 	 	 
	 	 	 
	 	 	By: Park Bridge Financial LLC
	 	 	 	Its Sole Member
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	  /s/ Robert J. Spinna, Jr.
	 	 	Name:           Robert J. Spinna, Jr.

Title:    Managing Member






BBCMS 2022-C16: Pooling and Servicing Agreement
 



    	 	 	 



     


    







	 	WILMINGTON TRUST, NATIONAL 
	 	 	ASSOCIATION,
	 	 	not in its individual capacity, but solely as 
	 	 	Trustee
	 	 	 
	 	 	 
	 	By:	  /s/ Beverly D. Capers
	 	 	Name:     Beverly D. Capers

Title:    Vice President
	 	 	 
	 	 	 
	 	 	 


BBCMS 2022-C16: Pooling and Servicing Agreement



    	 	 	 



     


    


 


EXHIBIT
A-1


FORM OF CLASS A-1 CERTIFICATE


CLASS A-1


BBCMS MORTGAGE
TRUST 2022-C16


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C16,
CLASS A-1


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE 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.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS  860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


THE PORTION OF THE CERTIFICATE BALANCE OF
THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE
PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR





 



	1	Legend required as long as DTC is
  the Depository under the Pooling and Servicing Agreement.




	2	Book-Entry Certificate legend.



 




    	 	 
A-1-1
	 



     


    

NONRECOVERABLE ADVANCES (PLUS INTEREST
THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE NON-VRR
PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.




    	 	 
A-1-2
	 



     


    

  


	
    PASS-THROUGH RATE: 4.02100% per annum

    DENOMINATION: $[            ]

    DATE OF POOLING AND SERVICING 

AGREEMENT: AS OF JUNE 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE 

POOLING AND SERVICING AGREEMENT
    (AS 

DEFINED HEREIN)

    CLOSING DATE: JUNE 28, 2022

    FIRST DISTRIBUTION DATE:

    JULY 15, 2022

    APPROXIMATE AGGREGATE

    CERTIFICATE BALANCE

    OF THE CLASS  A-1 CERTIFICATES

    AS OF THE CLOSING DATE: $15,000,000
	
    MASTER SERVICER: MIDLAND LOAN SERVICES,
    A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

    SPECIAL SERVICER: LNR PARTNERS, LLC

    TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

    CERTIFICATE ADMINISTRATOR: 

COMPUTERSHARE
    TRUST COMPANY, NATIONAL ASSOCIATION

    OPERATING
    Advisor: PARK BRIDGE LENDER SERVICES LLC

    ASSET REPRESENTATIONS REVIEWER: PARK
    

BRIDGE LENDER SERVICES LLC

    CUSIP NO.: 05552YAA4

    ISIN NO.: US05552YAA47

    CERTIFICATE NO.: [A-1-1]

	  	  


  




    	 	 
A-1-3
	 



     


    

CLASS  A-1 CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), 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 Non-VRR Gain-on-Sale Reserve Account, the VRR Gain-on-Sale Reserve Account, the Excess Interest Distribution Account
and the REO Accounts, formed and sold by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class  A-1 Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated and effective as of June 1, 2022 (the “Pooling and Servicing Agreement”), among Barclays
Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor entity under
the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement
is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of
the Class  A-1 Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through
Certificates, Series 2022-C16 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.




    	 	 
A-1-4
	 



     


    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class A-1 Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal
to this Certificate’s pro rata share of the Non-VRR 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 in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(k) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(k) 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




    	 	 
A-1-5
	 



     


    

endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class
in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class A-1 Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $10,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each
such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)                        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)                   
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a)  the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)  such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)                    
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all
times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or
the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a)  such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b)  such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


(v)                     
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of




    	 	 
A-1-6
	 



     


    

the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


(vi)                   
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                 
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)               
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in
the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


(ix)                     
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule  17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x)  an Opinion of Counsel or (y)  if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)                        
to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment
or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, in each case as evidenced
by an Opinion of Counsel; or




    	 	 
A-1-7
	 



     


    

(xi)                      
 to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)                           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion
Holder without the consent of such Companion Holder; or


(ii)                        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)                    
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)                    
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)                        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund, the Grantor Trust or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to qualify
as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and




    	 	 
A-1-8
	 



     


    

Servicing Agreement may be made that changes
any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement or that otherwise
materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the
Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans (solely for the purposes of this calculation,
if such right is being exercised after the Distribution Date in June 2032 and the Village at Mitchell Ranch Mortgage Loan and/or the CVS
Pawtucket Mortgage Loan is still an asset of the Trust, then any such Mortgage Loan will be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off
Date).


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Non-VRR Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of the outstanding Certificates (other than the Class R and Class S Certificates together with
the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


  




    	 	 
A-1-9
	 



     


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY,

                                                                NATIONAL ASSOCIATION, not in its

                                                                individual capacity but solely as Certificate

                                                                Registrar under the Pooling and Servicing

                                                                Agreement

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





		Dated:	June 28, 2022



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
A-1 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, 
 NATIONAL ASSOCIATION, as

                                                                Authenticating Agent

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





  




    	 	 
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ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:





	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)


 


  Additional abbreviations may also be used though not in the above
list.


  


  


FORM OF TRANSFER





FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 







 



 


the within Certificate
and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.


  


	Dated:                                       	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


  





	 	 
	SIGNATURE GUARANTEED	 



The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


  




    	 	 
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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.


  




    	 	 
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EXHIBIT A-2


FORM OF CLASS A-2 CERTIFICATE


CLASS A-2


BBCMS MORTGAGE TRUST 2022-C16


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C16, CLASS A-2


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE 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.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS  860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


THE PORTION OF THE CERTIFICATE BALANCE OF
THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE
PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR





 



	1	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.




	2	Book-Entry Certificate legend.



 


 




    	 	 
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NONRECOVERABLE ADVANCES (PLUS INTEREST
THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE NON-VRR
PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.




    	 	 
A-2-2
	 



     


    

  


	
    PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING
    AGREEMENT

    DENOMINATION: $[            ]

    DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
    (AS DEFINED HEREIN)

    CLOSING DATE: JUNE 28, 2022

    FIRST DISTRIBUTION DATE:

    JULY 15, 2022

    APPROXIMATE AGGREGATE

    CERTIFICATE BALANCE

    OF THE CLASS  A-2 CERTIFICATES

    AS OF THE CLOSING DATE: $108,000,000
	
    MASTER SERVICER: MIDLAND LOAN SERVICES,
    A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

    SPECIAL SERVICER: LNR PARTNERS, LLC

    TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

    CERTIFICATE ADMINISTRATOR: COMPUTERSHARE
    TRUST COMPANY, NATIONAL ASSOCIATION

    OPERATING
    Advisor: PARK BRIDGE LENDER SERVICES LLC

    ASSET REPRESENTATIONS REVIEWER: PARK
    BRIDGE LENDER SERVICES LLC

    CUSIP NO.: 05552YAB2

    ISIN NO.: US05552YAB20

    CERTIFICATE NO.: [A-2-1]

	  	  


  




    	 	 
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CLASS  A-2 CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), 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 Non-VRR Gain-on-Sale Reserve Account, the VRR Gain-on-Sale Reserve Account, the Excess Interest Distribution Account
and the REO Accounts, formed and sold by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class  A-2 Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated and effective as of June 1, 2022 (the “Pooling and Servicing Agreement”), among Barclays
Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor entity under
the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement
is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of
the Class  A-2 Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through
Certificates, Series 2022-C16 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.




    	 	 
A-2-4
	 



     


    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class A-2 Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal
to this Certificate’s pro rata share of the Non-VRR 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 in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(k) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(k) 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




    	 	 
A-2-5
	 



     


    

endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class
in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class A-2 Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $10,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each
such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                            
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)                        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)                  
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a)  the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)  such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)                    
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all
times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or
the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a)  such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b)  such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


(v)                      
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of




    	 	 
A-2-6
	 



     


    

the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


(vi)                   
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                 
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)                
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in
the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


(ix)                     
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule  17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x)  an Opinion of Counsel or (y)  if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)                        
to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment
or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, in each case as evidenced
by an Opinion of Counsel; or




    	 	 
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(xi)                      
 to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)                           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion
Holder without the consent of such Companion Holder; or


(ii)                         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)                    
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)                    
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)                        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund, the Grantor Trust or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to qualify
as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and




    	 	 
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Servicing Agreement may be made that changes
any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement or that otherwise
materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the
Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans (solely for the purposes of this calculation,
if such right is being exercised after the Distribution Date in June 2032 and the Village at Mitchell Ranch Mortgage Loan and/or the CVS
Pawtucket Mortgage Loan is still an asset of the Trust, then any such Mortgage Loan will be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off
Date).


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Non-VRR Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of the outstanding Certificates (other than the Class R and Class S Certificates together with
the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


  




    	 	 
A-2-9
	 



     


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not
in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





		Dated:	June 28, 2022



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
A-2 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as
Authenticating Agent
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





  




    	 	 
A-2-10
	 



     


    

ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:





	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)


 


  Additional abbreviations may also be used though not in the above
list.


  


  





FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 







 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:                                 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


  





	 	 
	SIGNATURE GUARANTEED	 





The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


  




    	 	 
A-2-11
	 



     


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


Distributions shall be made,
by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________________, as its agent.


  




    	 	 
A-2-12
	 



     


    

  


EXHIBIT A-3


FORM OF CLASS A-3 CERTIFICATE


CLASS A-3


BBCMS MORTGAGE TRUST 2022-C16


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C16, CLASS A-3


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE 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.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS  860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


THE PORTION OF THE CERTIFICATE BALANCE OF
THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE


 





 



	1	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.




	2	Book-Entry Certificate legend.



 




    	 	 
A-3-1
	 



     


    

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
NON-VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.




    	 	 
A-3-2
	 



     


    

  


	
    PASS-THROUGH RATE: VARIABLE IN 

ACCORDANCE WITH THE POOLING AND 

SERVICING
    AGREEMENT

    DENOMINATION: $[            ]

    DATE OF POOLING AND SERVICING 

AGREEMENT: AS OF JUNE 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE 

POOLING AND SERVICING AGREEMENT
    (AS 

DEFINED HEREIN)

    CLOSING DATE: JUNE 28, 2022

    FIRST DISTRIBUTION DATE:

    JULY 15, 2022

    APPROXIMATE AGGREGATE

    CERTIFICATE BALANCE

    OF THE CLASS  A-3 CERTIFICATES

    AS OF THE CLOSING DATE: $16,000,000
	
    MASTER SERVICER: MIDLAND LOAN SERVICES,
    A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

    SPECIAL SERVICER: LNR PARTNERS, LLC

    TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

    CERTIFICATE ADMINISTRATOR: 

COMPUTERSHARE
    TRUST COMPANY, NATIONAL ASSOCIATION

    OPERATING
    Advisor: PARK BRIDGE LENDER SERVICES LLC

    ASSET REPRESENTATIONS REVIEWER: PARK
    

BRIDGE LENDER SERVICES LLC

    CUSIP NO.: 05552YAC0

    ISIN NO.: US05552YAC03

    CERTIFICATE NO.: [A-3-1]

	  	  


  




    	 	 
A-3-3
	 



     


    

CLASS  A-3 CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), 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 Non-VRR Gain-on-Sale Reserve Account, the VRR Gain-on-Sale Reserve Account, the Excess Interest Distribution Account
and the REO Accounts, formed and sold by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class  A-3 Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated and effective as of June 1, 2022 (the “Pooling and Servicing Agreement”), among Barclays
Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor entity under
the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement
is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of
the Class  A-3 Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through
Certificates, Series 2022-C16 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.




    	 	 
A-3-4
	 



     


    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class A-3 Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal
to this Certificate’s pro rata share of the Non-VRR 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 in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(k) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(k) 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




    	 	 
A-3-5
	 



     


    

endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class
in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class A-3 Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $10,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each
such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)                        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)                   
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a)  the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)  such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)                    
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all
times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or
the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a)  such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b)  such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


(v)                      
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of




    	 	 
A-3-6
	 



     


    

the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


(vi)                   
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                 
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)               
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in
the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


(ix)                      
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule  17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x)  an Opinion of Counsel or (y)  if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)                        
to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment
or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, in each case as evidenced
by an Opinion of Counsel; or




    	 	 
A-3-7
	 



     


    

(xi)                      
 to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)                           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion
Holder without the consent of such Companion Holder; or


(ii)                        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)                     
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)                    
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)                        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund, the Grantor Trust or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to qualify
as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and




    	 	 
A-3-8
	 



     


    

Servicing Agreement may be made that changes
any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement or that otherwise
materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the
Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans (solely for the purposes of this calculation,
if such right is being exercised after the Distribution Date in June 2032 and the Village at Mitchell Ranch Mortgage Loan and/or the CVS
Pawtucket Mortgage Loan is still an asset of the Trust, then any such Mortgage Loan will be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off
Date).


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Non-VRR Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of the outstanding Certificates (other than the Class R and Class S Certificates together with
the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


  




    	 	 
A-3-9
	 



     


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY,

                                                                NATIONAL ASSOCIATION, not in its

                                                                individual capacity but solely as Certificate

                                                                Registrar under the Pooling and Servicing

                                                                Agreement

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





		Dated:	June 28, 2022



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
A-3 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY,

                                                                NATIONAL ASSOCIATION, as

                                                                Authenticating Agent

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





  




    	 	 
A-3-10
	 



     


    

ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:






	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)





Additional abbreviations
may also be used though not in the above list.


  


  


FORM OF TRANSFER





FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 







 



the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:                         	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


  





	 	 
	SIGNATURE GUARANTEED	 





The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


  




    	 	 
A-3-11
	 



     


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


Distributions shall be made,
by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________________, as its agent.


  




    	 	 
A-3-12
	 



     


    

  


EXHIBIT A-4


FORM OF CLASS A-4 CERTIFICATE


CLASS A-4


BBCMS MORTGAGE TRUST 2022-C16


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C16, CLASS A-4


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE 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.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS  860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


THE PORTION OF THE CERTIFICATE BALANCE OF
THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE





 






	1	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.




	2	Book-Entry Certificate legend.








    	 	A-4-1	 



    	 	 



    

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
NON-VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.




    	 	A-4-2	 



    	 	 



    


  


	
    PASS-THROUGH RATE: VARIABLE IN 

ACCORDANCE WITH THE POOLING AND 

SERVICING
    AGREEMENT

    DENOMINATION: $[            ]

    DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE 

POOLING AND SERVICING AGREEMENT
    (AS DEFINED HEREIN)

    CLOSING DATE: JUNE 28, 2022

    FIRST DISTRIBUTION DATE:

    JULY 15, 2022

    APPROXIMATE AGGREGATE

    CERTIFICATE BALANCE

    OF THE CLASS  A-4 CERTIFICATES

    AS OF THE CLOSING DATE: $150,000,000
	
    MASTER SERVICER: MIDLAND LOAN SERVICES,
    A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

    SPECIAL SERVICER: LNR PARTNERS, LLC

    TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

    CERTIFICATE ADMINISTRATOR: 

COMPUTERSHARE
    TRUST 

COMPANY, NATIONAL 

ASSOCIATION

    OPERATING
    Advisor: PARK BRIDGE LENDER 

SERVICES LLC

    ASSET REPRESENTATIONS REVIEWER: PARK
    

BRIDGE LENDER SERVICES LLC

    CUSIP NO.: 05552YAD8

    ISIN NO.: US05552YAD85

    CERTIFICATE NO.: [A-4-1]

	  	  


  




    	 	A-4-3	 



    	 	 



    


CLASS  A-4 CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), 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 Non-VRR Gain-on-Sale Reserve Account, the VRR Gain-on-Sale Reserve Account, the Excess Interest Distribution Account
and the REO Accounts, formed and sold by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class  A-4 Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated and effective as of June 1, 2022 (the “Pooling and Servicing Agreement”), among Barclays
Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor entity under
the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement
is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of
the Class  A-4 Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through
Certificates, Series 2022-C16 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.




    	 	A-4-4	 



    	 	 



    


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class A-4 Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal
to this Certificate’s pro rata share of the Non-VRR 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 in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(k) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(k) 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




    	 	A-4-5	 



    	 	 



    


endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class
in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class A-4 Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $10,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each
such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)                        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)                    
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a)  the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)  such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)                    
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all
times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or
the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a)  such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b)  such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


(v)                      
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of




    	 	A-4-6	 



    	 	 



    


the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


(vi)                   
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                 
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)               
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in
the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


(ix)                      
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule  17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x)  an Opinion of Counsel or (y)  if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)                        
to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment
or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, in each case as evidenced
by an Opinion of Counsel; or




    	 	A-4-7	 



    	 	 



    


(xi)                     
 to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)                           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion
Holder without the consent of such Companion Holder; or


(ii)                        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)                    
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)                    
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)                        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund, the Grantor Trust or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to qualify
as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and




    	 	A-4-8	 



    	 	 



    


Servicing Agreement may be made that changes
any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement or that otherwise
materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the
Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans (solely for the purposes of this calculation,
if such right is being exercised after the Distribution Date in June 2032 and the Village at Mitchell Ranch Mortgage Loan and/or the CVS
Pawtucket Mortgage Loan is still an asset of the Trust, then any such Mortgage Loan will be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off
Date).


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Non-VRR Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of the outstanding Certificates (other than the Class R and Class S Certificates together with
the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


  




    	 	A-4-9	 



    	 	 



    


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY,

                                                                NATIONAL ASSOCIATION, not in its

                                                                individual capacity but solely as Certificate

                                                                Registrar under the Pooling and Servicing

                                                                Agreement

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





		Dated:	June 28, 2022



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
A-4 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY,

                                                                NATIONAL ASSOCIATION, as

                                                                Authenticating Agent

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY






    	 	A-4-10	 



    	 	 



    


ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:





	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)





Additional abbreviations
may also be used though not in the above list.


  


  





FORM OF TRANSFER





FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 







 



the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:                                	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


  





	 	 
	SIGNATURE GUARANTEED	 





The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


  




    	 	A-4-11	 



    	 	 



    


DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


Distributions shall be made,
by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________________, as its agent.


  




    	 	A-4-12	 



    	 	 



    


EXHIBIT A-5


FORM OF CLASS A-5 CERTIFICATE


CLASS A-5


BBCMS MORTGAGE TRUST 2022-C16


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C16, CLASS A-5


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE 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.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS  860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


THE PORTION OF THE CERTIFICATE BALANCE OF
THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE
PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR





 






	1	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.




	2	Book-Entry Certificate legend.



 




    	 	 
A-5-1
	 



     


    

NONRECOVERABLE ADVANCES (PLUS INTEREST
THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE NON-VRR
PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.




    	 	 
A-5-2
	 



     


    

  


	
    PASS-THROUGH RATE: VARIABLE IN 

ACCORDANCE WITH THE POOLING AND 

SERVICING
    AGREEMENT

    DENOMINATION: $[ ]

    DATE OF POOLING AND SERVICING 

AGREEMENT: AS OF JUNE 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE 

POOLING AND SERVICING AGREEMENT
    (AS 

DEFINED HEREIN)

    CLOSING DATE: JUNE 28, 2022

    FIRST DISTRIBUTION DATE:

    JULY 15, 2022

    APPROXIMATE AGGREGATE

    CERTIFICATE BALANCE

    OF THE CLASS A-5 CERTIFICATES

    AS OF THE CLOSING DATE: $410,000,000
	
    MASTER SERVICER: MIDLAND LOAN SERVICES,
    A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

    SPECIAL SERVICER: LNR PARTNERS, LLC

    TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

    CERTIFICATE ADMINISTRATOR: 

COMPUTERSHARE
    TRUST COMPANY, NATIONAL ASSOCIATION

    OPERATING
    Advisor: PARK BRIDGE LENDER SERVICES LLC

    ASSET REPRESENTATIONS REVIEWER: PARK
    

BRIDGE LENDER SERVICES LLC

    CUSIP NO.: 05552YAE6

    ISIN NO.: US05552YAE68

    CERTIFICATE NO.: [A-5-1]

	  	  


  




    	 	 
A-5-3
	 



     


    

CLASS A-5 CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), 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 Non-VRR Gain-on-Sale Reserve Account, the VRR Gain-on-Sale Reserve Account, the Excess Interest Distribution Account
and the REO Accounts, formed and sold by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class A-5 Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated and effective as of June 1, 2022 (the “Pooling and Servicing Agreement”), among Barclays
Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor entity under
the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement
is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of
the Class A-5 Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates,
Series 2022-C16 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.




    	 	 
A-5-4
	 



     


    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class A-5 Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal
to this Certificate’s pro rata share of the Non-VRR 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 in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(k) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(k) 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




    	 	 
A-5-5
	 



     


    

endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class
in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class A-5 Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $10,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each
such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)                        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)                   
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a)  the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)  such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)                     
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all
times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or
the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a)  such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b)  such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


(v)                      
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of




    	 	 
A-5-6
	 



     


    

the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


(vi)                    
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                 
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)               
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in
the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


(ix)                      
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule  17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x)  an Opinion of Counsel or (y)  if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)                        
to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment
or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, in each case as evidenced
by an Opinion of Counsel; or




    	 	 
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(xi)                      
 to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)                            
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion
Holder without the consent of such Companion Holder; or


(ii)                         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)                    
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)                     
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)                        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund, the Grantor Trust or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to qualify
as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and




    	 	 
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Servicing Agreement may be made that changes
any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement or that otherwise
materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the
Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans (solely for the purposes of this calculation,
if such right is being exercised after the Distribution Date in June 2032 and the Village at Mitchell Ranch Mortgage Loan and/or the CVS
Pawtucket Mortgage Loan is still an asset of the Trust, then any such Mortgage Loan will be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off
Date).


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Non-VRR Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of the outstanding Certificates (other than the Class R and Class S Certificates together with
the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


  




    	 	 
A-5-9
	 



     


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY,

                                                                NATIONAL ASSOCIATION, not in its

                                                                individual capacity but solely as Certificate

                                                                Registrar under the Pooling and Servicing

                                                                Agreement

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





		Dated:	June 28, 2022



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
A-5 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY,

                                                                NATIONAL ASSOCIATION, as

                                                                Authenticating Agent

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





  




    	 	 
A-5-10
	 



     


    

ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:





	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)





Additional abbreviations
may also be used though not in the above list.


  


  





FORM OF TRANSFER





FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 







 



the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:                                	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


  





	 	 
	SIGNATURE GUARANTEED	 





The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


  




    	 	 
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DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


Distributions shall be made,
by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________________, as its agent.




    	 	 
A-5-12
	 



     


    

EXHIBIT A-6


FORM OF CLASS A-SB CERTIFICATE


CLASS A-SB


BBCMS MORTGAGE TRUST 2022-C16


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C16, CLASS A-SB


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE 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.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS  860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


THE PORTION OF THE CERTIFICATE BALANCE OF
THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE
PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR





 



	1	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.




	2	Book-Entry Certificate legend.



 




    	 	 
A-6-1
	 



     


    

NONRECOVERABLE ADVANCES (PLUS INTEREST
THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE NON-VRR
PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.




    	 	 
A-6-2
	 



     


    

  


	
    PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING
    AGREEMENT

    DENOMINATION: $[            ]

    DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
    (AS DEFINED HEREIN)

    CLOSING DATE: JUNE 28, 2022

    FIRST DISTRIBUTION DATE:

    JULY 15, 2022

    APPROXIMATE AGGREGATE

    CERTIFICATE BALANCE

    OF THE CLASS A-SB CERTIFICATES

    AS OF THE CLOSING DATE: $22,296,000
	
    MASTER SERVICER: MIDLAND LOAN SERVICES,
    A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

    SPECIAL SERVICER: LNR PARTNERS, LLC

    TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

    CERTIFICATE ADMINISTRATOR: COMPUTERSHARE
    TRUST COMPANY, NATIONAL ASSOCIATION

    OPERATING
    Advisor: PARK BRIDGE LENDER SERVICES LLC

    ASSET REPRESENTATIONS REVIEWER: PARK
    BRIDGE LENDER SERVICES LLC

    CUSIP NO.: 05552YAF3

    ISIN NO.: US05552YAF34

    CERTIFICATE NO.: [A-SB-1]

	  	  


  




    	 	 
A-6-3
	 



     


    

CLASS A-SB CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), 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 Non-VRR Gain-on-Sale Reserve Account, the VRR Gain-on-Sale Reserve Account, the Excess Interest Distribution Account
and the REO Accounts, formed and sold by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class A-SB Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated and effective as of June 1, 2022 (the “Pooling and Servicing Agreement”), among Barclays
Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor entity under
the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement
is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of
the Class A-SB Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates,
Series 2022-C16 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.




    	 	 
A-6-4
	 



     


    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class A-SB Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal
to this Certificate’s pro rata share of the Non-VRR 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 in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(k) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(k) 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




    	 	 
A-6-5
	 



     


    

endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class
in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class A-SB Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $10,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each
such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                            
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)                        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)                   
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a)  the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)  such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)                    
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all
times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or
the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a)  such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b)  such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


(v)                      
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of




    	 	 
A-6-6
	 



     


    

the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


(vi)                    
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                  
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)               
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in
the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


(ix)                     
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule  17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x)  an Opinion of Counsel or (y)  if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)                         
to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment
or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, in each case as evidenced
by an Opinion of Counsel; or




    	 	 
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(xi)                      
 to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)                
           reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion
Holder without the consent of such Companion Holder; or


(ii)                        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)                    
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)                    
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)                        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund, the Grantor Trust or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to qualify
as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and




    	 	 
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Servicing Agreement may be made that changes
any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement or that otherwise
materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the
Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans (solely for the purposes of this calculation,
if such right is being exercised after the Distribution Date in June 2032 and the Village at Mitchell Ranch Mortgage Loan and/or the CVS
Pawtucket Mortgage Loan is still an asset of the Trust, then any such Mortgage Loan will be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off
Date).


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Non-VRR Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of the outstanding Certificates (other than the Class R and Class S Certificates together with
the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


  




    	 	 
A-6-9
	 



     


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not
in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





		Dated:	June 28, 2022



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
A-SB CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as
Authenticating Agent
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





  




    	 	 
A-6-10
	 



     


    

ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:





	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)





Additional abbreviations
may also be used though not in the above list.


  


  





FORM OF TRANSFER





FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 







 



the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:                                	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


  





	 	 
	SIGNATURE GUARANTEED	 





The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


  




    	 	 
A-6-11
	 



     


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


Distributions shall be made,
by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________________, as its agent.




    	 	 
A-6-12
	 



     


    

  


EXHIBIT A-7


FORM OF CLASS X-A CERTIFICATE


CLASS X-A


BBCMS MORTGAGE TRUST 2022-C16


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C16, CLASS X-A


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE 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 CLASS X-A CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4,
CLASS A-5 AND CLASS A-SB CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL
AMOUNT SET FORTH BELOW.


THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS X-A CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL





 



	1	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.




	2	Book-Entry Certificate legend.



 




    	 	 
A-7-1
	 



     


    

PAYMENTS AND LOSSES ON THE MORTGAGE LOANS.
ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS  860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.




    	 	 
A-7-2
	 



     


    

  


	
    PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING
    AGREEMENT

    DENOMINATION: $[   ]

    DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
    (AS DEFINED HEREIN)

    CLOSING DATE: JUNE 28, 2022

    FIRST DISTRIBUTION DATE:

    JULY 15, 2022

    APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-A CERTIFICATES
    AS OF THE CLOSING DATE: $721,296,000
	
    MASTER SERVICER: MIDLAND LOAN SERVICES,
    A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

    SPECIAL SERVICER: LNR PARTNERS, LLC

    TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

    CERTIFICATE ADMINISTRATOR: COMPUTERSHARE
    TRUST COMPANY, NATIONAL ASSOCIATION

    OPERATING
    Advisor: PARK BRIDGE LENDER SERVICES LLC

    ASSET REPRESENTATIONS REVIEWER: PARK
    BRIDGE LENDER SERVICES LLC

    CUSIP NO.: 05552YAG1

    ISIN NO.: US05552YAG17

    CERTIFICATE NO.: [X-A-1][X-A-2]



  




    	 	 
A-7-3
	 



     


    

CLASS  X-A CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), 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 Non-VRR Gain-on-Sale Reserve Account, the VRR Gain-on-Sale Reserve Account, the Excess Interest Distribution Account
and the REO Accounts, formed and sold by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class  X-A Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated and effective as of June 1, 2022 (the “Pooling and Servicing Agreement”), among Barclays
Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor entity under
the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement
is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Notional Amount of the
Class  X-A Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates,
Series 2022-C16 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class of Certificates
of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts.


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class X-A




    	 	 
A-7-4
	 



     


    

Pass-Through Rate specified above on the Notional
Amount of this Certificate immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date
will be in an amount equal to this Certificate’s pro rata share of the Non-VRR 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 in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(k) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(k) 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




    	 	 
A-7-5
	 



     


    

authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class X-A Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)                        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)                    
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a)  the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)  such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)                    
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all
times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or
the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a)  such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b)  such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


(v)                       
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other
than the




    	 	 
A-7-6
	 



     


    

Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


(vi)                   
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)               
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in
the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


(ix)                      
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule  17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x)  an Opinion of Counsel or (y)  if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)                         
to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment
or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, in each case as evidenced
by an Opinion of Counsel; or




    	 	 
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(xi)                       
 to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)                            
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion
Holder without the consent of such Companion Holder; or


(ii)                        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)                    
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)                    
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)                         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund, the Grantor Trust or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to qualify
as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and




    	 	 
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Servicing Agreement may be made that changes
any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement or that otherwise
materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the
Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans (solely for the purposes of this calculation,
if such right is being exercised after the Distribution Date in June 2032 and the Village at Mitchell Ranch Mortgage Loan and/or the CVS
Pawtucket Mortgage Loan is still an asset of the Trust, then any such Mortgage Loan will be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off
Date).


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Non-VRR Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of the outstanding Certificates (other than the Class R and Class S Certificates together with
the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


  




    	 	 
A-7-9
	 



     


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not
in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





		Dated:	June 28, 2022



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
X-A CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as
Authenticating Agent
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





  




    	 	 
A-7-10
	 



     


    

ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:





	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)





Additional abbreviations
may also be used though not in the above list.


  


  





FORM OF TRANSFER





FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 







 






the within Certificate and does hereby or irrevocably
constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution
in the premises.


  


	Dated:                                	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


  





	 	 
	SIGNATURE GUARANTEED	 





The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


  




    	 	 
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DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


Distributions shall be made,
by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________________, as its agent.


  




    	 	 
A-7-12
	 



     


    

EXHIBIT A-8


FORM OF CLASS X-B CERTIFICATE


CLASS X-B


BBCMS MORTGAGE TRUST 2022-C16


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C16, CLASS X-B


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE 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 CLASS X-B CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-S, CLASS B AND CLASS C CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS X-B CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE
LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.





 






	1	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.




	2	Book-Entry Certificate legend.








    	 	 
A-8-1
	 



     


    

THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS  860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.




    	 	 
A-8-2
	 



     


    

  


	
    PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING
    AGREEMENT

    DENOMINATION: $[            ]

    DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
    (AS DEFINED HEREIN)

    CLOSING DATE: JUNE 28, 2022

    FIRST DISTRIBUTION DATE:

    JULY 15, 2022

    APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-B CERTIFICATES
    AS OF THE CLOSING DATE: $200,933,000
	
    MASTER SERVICER: MIDLAND LOAN SERVICES,
    A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

    SPECIAL SERVICER: LNR PARTNERS, LLC

    TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

    CERTIFICATE ADMINISTRATOR: COMPUTERSHARE
    TRUST COMPANY, NATIONAL ASSOCIATION

    OPERATING
    Advisor: PARK BRIDGE LENDER SERVICES LLC

    ASSET REPRESENTATIONS REVIEWER: PARK
    BRIDGE LENDER SERVICES LLC

    CUSIP NO.: 05552YAH9

    ISIN NO.: US05552YAH99

    CERTIFICATE NO.: [X-B-1]



  




    	 	 
A-8-3
	 



     


    

CLASS  X-B CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), 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 Non-VRR Gain-on-Sale Reserve Account, the VRR Gain-on-Sale Reserve Account, the Excess Interest Distribution Account
and the REO Accounts, formed and sold by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class  X-B Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated and effective as of June 1, 2022 (the “Pooling and Servicing Agreement”), among Barclays
Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor entity under
the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement
is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Notional Amount of the
Class  X-B Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates,
Series 2022-C16 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class of Certificates
of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts.


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class X-B




    	 	 
A-8-4
	 



     


    

Pass-Through Rate specified above on the Notional
Amount of this Certificate immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date
will be in an amount equal to this Certificate’s pro rata share of the Non-VRR 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 in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(k) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(k) 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




    	 	 
A-8-5
	 



     


    

authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class X-B Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)                        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)                   
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a)  the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)  such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)                     
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all
times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or
the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a)  such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b)  such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


(v)                      
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other
than the




    	 	 
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Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


(vi)                    
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)               
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in
the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


(ix)                     
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule  17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x)  an Opinion of Counsel or (y)  if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)                        
to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment
or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, in each case as evidenced
by an Opinion of Counsel; or




    	 	 
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(xi)                      
 to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)                           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion
Holder without the consent of such Companion Holder; or


(ii)                        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)                    
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)                     
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)                        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund, the Grantor Trust or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to qualify
as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and




    	 	 
A-8-8
	 



     


    

Servicing Agreement may be made that changes
any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement or that otherwise
materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the
Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans (solely for the purposes of this calculation,
if such right is being exercised after the Distribution Date in June 2032 and the Village at Mitchell Ranch Mortgage Loan and/or the CVS
Pawtucket Mortgage Loan is still an asset of the Trust, then any such Mortgage Loan will be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off
Date).


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Non-VRR Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of the outstanding Certificates (other than the Class R and Class S Certificates together with
the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


  




    	 	 
A-8-9
	 



     


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not
in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





		Dated:	June 28, 2022



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
X-B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 


	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as
Authenticating Agent
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





  




    	 	 
A-8-10
	 



     


    

ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:





	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)


Additional abbreviations may also be used
though not in the above list.


  


  





FORM OF TRANSFER





FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 







 



the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:                                       	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


  





	 	 
	SIGNATURE GUARANTEED	 





The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


  




    	 	 
A-8-11
	 



     


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


Distributions shall be made,
by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________________, as its agent.


  




    	 	 
A-8-12
	 



     


    

EXHIBIT A-9


FORM OF CLASS A-S CERTIFICATE


CLASS A-S


BBCMS MORTGAGE TRUST 2022-C16


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C16, CLASS A-S


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE 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.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS  860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


THE PORTION OF THE CERTIFICATE BALANCE OF
THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE
PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR





 



	1	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.




	2	Book-Entry Certificate legend.



 




    	 	 
A-9-1
	 



     


    

NONRECOVERABLE ADVANCES (PLUS INTEREST
THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE NON-VRR
PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


THIS CERTIFICATE IS SUBORDINATED TO THE
CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS X-F, CLASS X-G, CLASS X-H AND
CLASS X-J CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


  




    	 	 
A-9-2
	 



     


    

  


	
    PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING
    AGREEMENT

    DENOMINATION: $[            ]

    DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
    (AS DEFINED HEREIN)

    CLOSING DATE: JUNE 28, 2022

    FIRST DISTRIBUTION DATE:

    JULY 15, 2022

    APPROXIMATE AGGREGATE

    CERTIFICATE BALANCE

    OF THE CLASS  A-S CERTIFICATES

    AS OF THE CLOSING DATE: $113,347,000
	
    MASTER SERVICER: MIDLAND LOAN SERVICES,
    A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

    SPECIAL SERVICER: LNR PARTNERS, LLC

    TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

    CERTIFICATE ADMINISTRATOR: COMPUTERSHARE
    TRUST COMPANY, NATIONAL ASSOCIATION

    OPERATING
    Advisor: PARK BRIDGE LENDER SERVICES LLC

    ASSET REPRESENTATIONS REVIEWER: PARK
    BRIDGE LENDER SERVICES LLC

    CUSIP NO.: 05552YAJ5

    ISIN NO.: US05552YAJ55

    CERTIFICATE NO.: [A-S-1]

	  	  


  




    	 	 
A-9-3
	 



     


    

CLASS  A-S CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), 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 Non-VRR Gain-on-Sale Reserve Account, the VRR Gain-on-Sale Reserve Account, the Excess Interest Distribution Account
and the REO Accounts, formed and sold by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class  A-S Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated and effective as of June 1, 2022 (the “Pooling and Servicing Agreement”), among Barclays
Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor entity under
the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement
is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of
the Class  A-S Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through
Certificates, Series 2022-C16 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.




    	 	 
A-9-4
	 



     


    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class A-S Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal
to this Certificate’s pro rata share of the Non-VRR 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 in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(k) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(k) 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




    	 	 
A-9-5
	 



     


    

endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class
in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class A-S Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $10,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each
such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)                        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)                   
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a)  the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)  such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)                    
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all
times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or
the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a)  such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b)  such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


(v)                      
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of




    	 	 
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the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


(vi)                   
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                 
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)               
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in
the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


(ix)                      
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule  17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x)  an Opinion of Counsel or (y)  if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)                         
to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment
or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, in each case as evidenced
by an Opinion of Counsel; or




    	 	 
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(xi)                     
 to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)                           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion
Holder without the consent of such Companion Holder; or


(ii)                        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)                    
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)                    
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)                       
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund, the Grantor Trust or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to qualify
as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and




    	 	 
A-9-8
	 



     


    

Servicing Agreement may be made that changes
any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement or that otherwise
materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the
Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans (solely for the purposes of this calculation,
if such right is being exercised after the Distribution Date in June 2032 and the Village at Mitchell Ranch Mortgage Loan and/or the CVS
Pawtucket Mortgage Loan is still an asset of the Trust, then any such Mortgage Loan will be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off
Date).


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Non-VRR Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of the outstanding Certificates (other than the Class R and Class S Certificates together with
the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


  




    	 	 
A-9-9
	 



     


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 


	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not
in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





		Dated:	June 28, 2022



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
A-S CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as
Authenticating Agent
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





  




    	 	 
A-9-10
	 



     


    

ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:





	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)





Additional abbreviations may also be used though not in the above list.


  


  





FORM OF TRANSFER





FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 







 



the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:                                       	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


  





	 	 
	SIGNATURE GUARANTEED	 





The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


  




    	 	 
A-9-11
	 



     


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


Distributions shall be made,
by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________________, as its agent.


  




    	 	 
A-9-12
	 



     


    

EXHIBIT A-10


FORM OF CLASS B CERTIFICATE


CLASS B


BBCMS MORTGAGE TRUST 2022-C16


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C16, CLASS B


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE 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.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS  860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


THE PORTION OF THE CERTIFICATE BALANCE OF
THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE
PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR





 



	1	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.




	2	Book-Entry Certificate legend.



 




    	 	 
A-10-1
	 



    


    

NONRECOVERABLE ADVANCES (PLUS INTEREST
THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE NON-VRR
PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


THIS CERTIFICATE IS SUBORDINATED TO THE
CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS X-F, CLASS X-G, CLASS X-H, CLASS
X-J AND CLASS A-S CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


  




    	 	 
A-10-2
	 



    


    

  


	
    PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING
    AGREEMENT

    DENOMINATION: $[            ]

    DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
    (AS DEFINED HEREIN)

    CLOSING DATE: JUNE 28, 2022

    FIRST DISTRIBUTION DATE:

    JULY 15, 2022

    APPROXIMATE AGGREGATE

    CERTIFICATE BALANCE

    OF THE CLASS  B CERTIFICATES

    AS OF THE CLOSING DATE: $46,369,000
	
    MASTER SERVICER: MIDLAND LOAN SERVICES,
    A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

    SPECIAL SERVICER: LNR PARTNERS, LLC

    TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

    CERTIFICATE ADMINISTRATOR: COMPUTERSHARE
    TRUST COMPANY, NATIONAL ASSOCIATION

    OPERATING
    Advisor: PARK BRIDGE LENDER SERVICES LLC

    ASSET REPRESENTATIONS REVIEWER: PARK
    BRIDGE LENDER SERVICES LLC

    CUSIP NO.: 05552YAK2

    ISIN NO.: US05552YAK29

    CERTIFICATE NO.: [B-1]

	  	  


  




    	 	 
A-10-3
	 



    


    

CLASS  B CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), 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 Non-VRR Gain-on-Sale Reserve Account, the VRR Gain-on-Sale Reserve Account, the Excess Interest Distribution Account
and the REO Accounts, formed and sold by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class  B Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated and effective as of June 1, 2022 (the “Pooling and Servicing Agreement”), among Barclays
Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor entity under
the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement
is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of
the Class  B Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through
Certificates, Series 2022-C16 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.




    	 	 
A-10-4
	 



    


    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class B Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal
to this Certificate’s pro rata share of the Non-VRR 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 in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(k) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(k) 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




    	 	 
A-10-5
	 



    


    

endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class
in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class B Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations
of $10,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)                        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)                   
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a)  the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)  such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)                     
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all
times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or
the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a)  such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b)  such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


(v)                      
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of




    	 	 
A-10-6
	 



    


    

the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


(vi)                    
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                 
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)              
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in
the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


(ix)                     
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule  17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x)  an Opinion of Counsel or (y)  if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)                        
to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment
or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, in each case as evidenced
by an Opinion of Counsel; or




    	 	 
A-10-7
	 



    


    

(xi)                       
 to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)                           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion
Holder without the consent of such Companion Holder; or


(ii)                        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)                    
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)                     
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)                       
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund, the Grantor Trust or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to qualify
as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and




    	 	 
A-10-8
	 



    


    

Servicing Agreement may be made that changes
any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement or that otherwise
materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the
Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans (solely for the purposes of this calculation,
if such right is being exercised after the Distribution Date in June 2032 and the Village at Mitchell Ranch Mortgage Loan and/or the CVS
Pawtucket Mortgage Loan is still an asset of the Trust, then any such Mortgage Loan will be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off
Date).


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Non-VRR Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of the outstanding Certificates (other than the Class R and Class S Certificates together with
the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


  




    	 	 
A-10-9
	 



    


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not
in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





		Dated:	June 28, 2022



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as
Authenticating Agent
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





  




    	 	 
A-10-10
	 



    


    

ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:





	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)


Additional abbreviations may also be used
though not in the above list.


  


  





FORM OF TRANSFER





FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 







 



the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:                                       	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


  





	 	 
	SIGNATURE GUARANTEED	 





The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


  




    	 	 
A-10-11
	 



    


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


Distributions shall be made,
by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________________, as its agent.


  




    	 	 
A-10-12
	 



    


    

EXHIBIT A-11


FORM OF CLASS C CERTIFICATE


CLASS C


BBCMS MORTGAGE TRUST 2022-C16


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C16, CLASS C


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE 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.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS  860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


THE PORTION OF THE CERTIFICATE BALANCE OF
THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE
PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR





 






	1	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.




	2	Book-Entry Certificate legend.



 




    	 	 
A-11-1
	 



    


    

NONRECOVERABLE ADVANCES (PLUS INTEREST
THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE NON-VRR
PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


THIS CERTIFICATE IS SUBORDINATED TO THE
CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS X-F, CLASS X-G, CLASS X-H, CLASS
X-J, CLASS A-S AND CLASS B CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


  




    	 	 
A-11-2
	 



    


    

  


	
    PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING
    AGREEMENT

    DENOMINATION: $[            ]

    DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
    (AS DEFINED HEREIN)

    CLOSING DATE: JUNE 28, 2022

    FIRST DISTRIBUTION DATE:

    JULY 15, 2022

    APPROXIMATE AGGREGATE

    CERTIFICATE BALANCE

    OF THE CLASS C CERTIFICATES

    AS OF THE CLOSING DATE: $41,217,000
	
    MASTER SERVICER: MIDLAND LOAN SERVICES,
    A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

    SPECIAL SERVICER: LNR PARTNERS, LLC

    TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

    CERTIFICATE ADMINISTRATOR: COMPUTERSHARE
    TRUST COMPANY, NATIONAL ASSOCIATION

    OPERATING
    Advisor: PARK BRIDGE LENDER SERVICES LLC

    ASSET REPRESENTATIONS REVIEWER: PARK
    BRIDGE LENDER SERVICES LLC

    CUSIP NO.: 05552YAL0

    ISIN NO.: US05552YAL02

    CERTIFICATE NO.: [C-1]

	  	  


  




    	 	 
A-11-3
	 



    


    

CLASS C CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), 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 Non-VRR Gain-on-Sale Reserve Account, the VRR Gain-on-Sale Reserve Account, the Excess Interest Distribution Account
and the REO Accounts, formed and sold by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class C Certificates issued by the Trust created pursuant to the Pooling and
Servicing Agreement, dated and effective as of June 1, 2022 (the “Pooling and Servicing Agreement”), among Barclays
Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor entity under
the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement
is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of
the Class C Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates,
Series 2022-C16 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.




    	 	 
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Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class C Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal
to this Certificate’s pro rata share of the Non-VRR 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 in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(k) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(k) 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




    	 	 
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endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class
in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class C Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations
of $10,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)                        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)                   
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a)  the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)  such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)                    
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all
times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or
the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a)  such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b)  such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


(v)                      
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of




    	 	 
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the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


(vi)                   
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)               
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in
the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


(ix)                     
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule  17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x)  an Opinion of Counsel or (y)  if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)                         
to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment
or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, in each case as evidenced
by an Opinion of Counsel; or




    	 	 
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(xi)                      
 to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)                           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion
Holder without the consent of such Companion Holder; or


(ii)                        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)                    
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)                     
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)                        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund, the Grantor Trust or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to qualify
as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and




    	 	 
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Servicing Agreement may be made that changes
any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement or that otherwise
materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the
Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans (solely for the purposes of this calculation,
if such right is being exercised after the Distribution Date in June 2032 and the Village at Mitchell Ranch Mortgage Loan and/or the CVS
Pawtucket Mortgage Loan is still an asset of the Trust, then any such Mortgage Loan will be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off
Date).


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Non-VRR Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of the outstanding Certificates (other than the Class R and Class S Certificates together with
the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


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.


  




    	 	 
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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:	June 28, 2022



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
C CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as
Authenticating Agent
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





  




    	 	 
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ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:





	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)


 Additional abbreviations may also
be used though not in the above list.


  


  





FORM OF TRANSFER





FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 







 



the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:                                       	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


  





	 	 
	SIGNATURE GUARANTEED	 





The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


  




    	 	 
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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.


  




    	 	 
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EXHIBIT A-12


FORM OF CLASS X-D CERTIFICATE


CLASS X-D


BBCMS MORTGAGE TRUST 2022-C16


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C16, CLASS X-D


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN
MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE 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.





 



	1	Temporary Regulation S Book-Entry Certificate legend.




	2	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.




	3	Book-Entry Certificate legend.









    	 	 
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[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1)  PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT (“RULE  144A”) TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (2)   TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”,
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3)  TO AN INSTITUTION THAT
IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT
(“REGULATION D”) OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE
MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D (COLLECTIVELY, “INSTITUTIONAL ACCREDITED INVESTORS”), AND
(B)  IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


THIS CLASS X-D CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE CERTIFICATE BALANCE OF THE CLASS D AND CLASS E CERTIFICATES. ACCORDINGLY,
THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW. 


THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS X-D CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE
LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS  860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.




    	 	 
A-12-2
	 



    


    

  


	
    PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING
    AGREEMENT

    DENOMINATION: $[                        ]

    DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
    (AS DEFINED HEREIN)

    CLOSING DATE: JUNE 28, 2022

    FIRST DISTRIBUTION DATE:

    JULY 15, 2022

    APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-D CERTIFICATES
    AS OF THE CLOSING DATE: $41,217,000
	
    MASTER SERVICER: MIDLAND LOAN SERVICES,
    A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

    SPECIAL SERVICER: LNR PARTNERS, LLC

    TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

    CERTIFICATE ADMINISTRATOR: COMPUTERSHARE
    TRUST COMPANY, NATIONAL ASSOCIATION

    OPERATING
    Advisor: PARK BRIDGE LENDER SERVICES LLC

    ASSET REPRESENTATIONS REVIEWER: PARK
    BRIDGE LENDER SERVICES LLC

    CUSIP NO.: 05552YAM8

    ISIN NO.: US05552YAM844

    

    CUSIP NO.: U0738YAA9

    ISIN NO.: USU0738YAA925

    

    CUSIP NO.: 05552YAN6

    ISIN NO.: US05552YAN676

    CERTIFICATE NO.: [X-D-1] [X-D-S-1]

	  	  





 



	4	For Certificate sold in reliance on Rule 144A only.




	5	For Regulation S Global Certificate only.




	6	For IAI Definitive Certificate only.



  




    	 	 
A-12-3
	 



    


    

CLASS  X-D CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), 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 Non-VRR Gain-on-Sale Reserve Account, the VRR Gain-on-Sale Reserve Account, the Excess Interest Distribution Account
and the REO Accounts, formed and sold by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class  X-D Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated and effective as of June 1, 2022 (the “Pooling and Servicing Agreement”), among Barclays
Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor entity under
the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement
is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Notional Amount of the
Class  X-D Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates,
Series 2022-C16 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class of Certificates
of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts.


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class X-D




    	 	 
A-12-4
	 



    


    

Pass-Through Rate specified above on the Notional
Amount of this Certificate immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date
will be in an amount equal to this Certificate’s pro rata share of the Non-VRR 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 in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(k) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(k) 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




    	 	 
A-12-5
	 



    


    

authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class X-D Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $100,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                            
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)                        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)                    
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a)  the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)  such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)                     
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all
times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or
the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a)  such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b)  such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


(v)                      
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other
than the




    	 	 
A-12-6
	 



    


    

Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


(vi)                   
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                 
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)               
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in
the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


(ix)                      
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule  17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x)  an Opinion of Counsel or (y)  if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)                        
to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment
or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, in each case as evidenced
by an Opinion of Counsel; or




    	 	 
A-12-7
	 



    


    

(xi)                      
 to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)                           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion
Holder without the consent of such Companion Holder; or


(ii)                        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)                    
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)                    
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)                        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund, the Grantor Trust or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to qualify
as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and




    	 	 
A-12-8
	 



    


    

Servicing Agreement may be made that changes
any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement or that otherwise
materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the
Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans (solely for the purposes of this calculation,
if such right is being exercised after the Distribution Date in June 2032 and the Village at Mitchell Ranch Mortgage Loan and/or the CVS
Pawtucket Mortgage Loan is still an asset of the Trust, then any such Mortgage Loan will be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off
Date).


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Non-VRR Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of the outstanding Certificates (other than the Class R and Class S Certificates together with
the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


  




    	 	 
A-12-9
	 



    


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not
in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





		Dated:	June 28, 2022



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
X-D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as
Authenticating Agent
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





  




    	 	 
A-12-10
	 



    


    

ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:





	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)


 Additional abbreviations may also be
used though not in the above list.


  


  





FORM OF TRANSFER





FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 







 



the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:                                          	NOTICE:    The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


  





	 	 
	SIGNATURE GUARANTEED	 





The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


  




    	 	 
A-12-11
	 



    


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


Distributions shall be made,
by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________________, as its agent.




    	 	 
A-12-12
	 



    


    

EXHIBIT A-13


FORM OF CLASS X-F CERTIFICATE


CLASS X-F


BBCMS MORTGAGE TRUST 2022-C16


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C16 CLASS X-F


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN
MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE 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.


 





 



	1	Temporary Regulation S Book-Entry Certificate legend.




	2	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.




	3	Book-Entry Certificate legend.






 




    	 	 
A-13-1
	 



    


    

[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1)  PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT (“RULE  144A”) TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (2)   TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”,
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3)  TO AN INSTITUTION THAT
IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT
(“REGULATION D”) OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE
MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D (COLLECTIVELY, “INSTITUTIONAL ACCREDITED INVESTORS”), AND
(B)  IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE
BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS,
TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (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 CLASS X-F CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS F CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS X-F CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE
LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS  860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.




    	 	 
A-13-2
	 



    


    

  


	
    PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING
    AGREEMENT

    DENOMINATION: $[                        ]

    DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
    (AS DEFINED HEREIN)

    CLOSING DATE: JUNE 28, 2022

    FIRST DISTRIBUTION DATE:

    JULY 15, 2022

    APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-F CERTIFICATES
    AS OF THE CLOSING DATE: $23,184,000
	
    MASTER SERVICER: MIDLAND LOAN SERVICES,
    A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

    SPECIAL SERVICER: LNR PARTNERS, LLC

    TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

    CERTIFICATE ADMINISTRATOR: COMPUTERSHARE
    TRUST COMPANY, NATIONAL ASSOCIATION

    OPERATING
    Advisor: PARK BRIDGE LENDER SERVICES LLC

    ASSET REPRESENTATIONS REVIEWER: PARK
    BRIDGE LENDER SERVICES LLC

    CUSIP NO.: 05552YAP1

    ISIN NO.: US05552YAP164

    

    CUSIP NO.: U0738YAB7

    ISIN NO.: USU0738YAB755

    

    CUSIP NO.: 05552YAQ9

    ISIN NO.: US05552YAQ986

    CERTIFICATE NO.: [X-F-1] [X-F-S-1]

	  	  





 



	4	For Certificate sold in reliance on Rule 144A only.




	5	For Regulation S Global Certificate only.




	6	For IAI Definitive Certificate only.



  




    	 	 
A-13-3
	 



    


    

CLASS  X-F CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), 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 Non-VRR Gain-on-Sale Reserve Account, the VRR Gain-on-Sale Reserve Account, the Excess Interest Distribution Account
and the REO Accounts, formed and sold by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class  X-F Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated and effective as of June 1, 2022 (the “Pooling and Servicing Agreement”), among Barclays
Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor entity under
the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement
is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Notional Amount of the
Class  X-F Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates,
Series 2022-C16 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class of Certificates
of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts.


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class X-F




    	 	 
A-13-4
	 



    


    

Pass-Through Rate specified above on the Notional
Amount of this Certificate immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date
will be in an amount equal to this Certificate’s pro rata share of the Non-VRR 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 in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(k) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(k) 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




    	 	 
A-13-5
	 



    


    

authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class X-F Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $100,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)                        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)                  
  to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a)  the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)  such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)                    
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all
times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or
the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a)  such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b)  such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


(v)                       
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other
than the




    	 	 
A-13-6
	 



    


    

Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


(vi)                    
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)              
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in
the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


(ix)                      
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule  17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x)  an Opinion of Counsel or (y)  if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)                        
to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment
or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, in each case as evidenced
by an Opinion of Counsel; or




    	 	 
A-13-7
	 



    


    

(xi)                       
 to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)                           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion
Holder without the consent of such Companion Holder; or


(ii)                        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)                     
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)                     
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)                        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund, the Grantor Trust or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to qualify
as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and




    	 	 
A-13-8
	 



    


    

Servicing Agreement may be made that changes
any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement or that otherwise
materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the
Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans (solely for the purposes of this calculation,
if such right is being exercised after the Distribution Date in June 2032 and the Village at Mitchell Ranch Mortgage Loan and/or the CVS
Pawtucket Mortgage Loan is still an asset of the Trust, then any such Mortgage Loan will be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off
Date).


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Non-VRR Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of the outstanding Certificates (other than the Class R and Class S Certificates together with
the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


  




    	 	 
A-13-9
	 



    


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not
in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





		Dated:	June 28, 2022



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
X-F CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as
Authenticating Agent
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





  




    	 	 
A-13-10
	 



    


    

ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:





	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)


Additional abbreviations may also be used
though not in the above list.


  


  





FORM OF TRANSFER





FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 







 






the within Certificate and does hereby or irrevocably
constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution
in the premises.


  


	Dated:                                                                                	NOTICE:    The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


  





	 	 
	SIGNATURE GUARANTEED	 





The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


  




    	 	 
A-13-11
	 



    


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


Distributions shall be made,
by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________________, as its agent.


 




    	 	 
A-13-12
	 



    


    

EXHIBIT A-14


FORM OF CLASS X-G CERTIFICATE


CLASS X-G


BBCMS MORTGAGE TRUST 2022-C16


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C16, CLASS X-G


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN
MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE 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.








 



	1	Temporary Regulation S Book-Entry Certificate legend.




	2	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.




	3	Book-Entry Certificate legend.



 




    	 	 
A-14-1
	 



    


    

[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1)  PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT (“RULE  144A”) TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (2)  TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”,
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3)  TO AN INSTITUTION THAT
IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT
(“REGULATION D”) OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE
MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D (COLLECTIVELY, “INSTITUTIONAL ACCREDITED INVESTORS”), AND
(B)  IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE
BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS,
TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (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 CLASS X-G CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS G CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS X-G CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE
LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS  860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.




    	 	 
A-14-2
	 



    


    

  


	
    PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING
    AGREEMENT

    DENOMINATION: $[                        ]

    DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
    (AS DEFINED HEREIN)

    CLOSING DATE: JUNE 28, 2022

    FIRST DISTRIBUTION DATE:

    JULY 15, 2022

    APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-G CERTIFICATES
    AS OF THE CLOSING DATE: $10,304,000
	
    MASTER SERVICER: MIDLAND LOAN SERVICES,
    A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

    SPECIAL SERVICER: LNR PARTNERS, LLC

    TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

    CERTIFICATE ADMINISTRATOR: COMPUTERSHARE
    TRUST COMPANY, NATIONAL ASSOCIATION

    OPERATING
    Advisor: PARK BRIDGE LENDER SERVICES LLC

    ASSET REPRESENTATIONS REVIEWER: PARK
    BRIDGE LENDER SERVICES LLC

    CUSIP NO.: 05552YAR7

    ISIN NO.: US05552YAR714

    

    CUSIP NO.: U0738YAC5

    ISIN NO.: USU0738YAC585

    

    CUSIP NO.: 05552YAS5

    ISIN NO.: US05552YAS546

    CERTIFICATE NO.: [X-G-1] [X-G-S-1]

	  	  





 



	4	For Certificate sold in reliance on Rule 144A only.




	5	For Regulation S Global Certificate only.




	6	For IAI Definitive Certificate only.



  




    	 	 
A-14-3
	 



    


    

CLASS  X-G 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 Non-VRR Gain-on-Sale Reserve Account, the VRR Gain-on-Sale Reserve Account, the Excess Interest Distribution Account
and the REO Accounts, formed and sold by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class  X-G Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated and effective as of June 1, 2022 (the “Pooling and Servicing Agreement”), among Barclays
Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor entity under
the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement
is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Notional Amount of the
Class  X-G Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates,
Series 2022-C16 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class of Certificates
of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts.


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class X-G




    	 	 
A-14-4
	 



    


    

Pass-Through Rate specified above on the Notional
Amount of this Certificate immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date
will be in an amount equal to this Certificate’s pro rata share of the Non-VRR 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 in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(k) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(k) 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




    	 	 
A-14-5
	 



    


    

authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class X-G Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $100,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)                        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)                    
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a)  the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)  such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)                    
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all
times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or
the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a)  such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b)  such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


(v)                       
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other
than the




    	 	 
A-14-6
	 



    


    

Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


(vi)                    
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                 
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)               
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in
the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


(ix)                      
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule  17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x)  an Opinion of Counsel or (y)  if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)                         
to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment
or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, in each case as evidenced
by an Opinion of Counsel; or




    	 	 
A-14-7
	 



    


    

(xi)                      
 to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)                           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion
Holder without the consent of such Companion Holder; or


(ii)                        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)                    
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)                    
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)                        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund, the Grantor Trust or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to qualify
as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and




    	 	 
A-14-8
	 



    


    

Servicing Agreement may be made that changes
any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement or that otherwise
materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the
Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans (solely for the purposes of this calculation,
if such right is being exercised after the Distribution Date in June 2032 and the Village at Mitchell Ranch Mortgage Loan and/or the CVS
Pawtucket Mortgage Loan is still an asset of the Trust, then any such Mortgage Loan will be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off
Date).


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Non-VRR Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of the outstanding Certificates (other than the Class R and Class S Certificates together with
the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


  




    	 	 
A-14-9
	 



    


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not
in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





		Dated:	June 28, 2022



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
X-G CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as
Authenticating Agent
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





  




    	 	 
A-14-10
	 



    


    

ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:





	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)


Additional abbreviations may also be
used though not in the above list.


  


  





FORM OF TRANSFER





FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 







 



the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:                                          	NOTICE:    The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


  





	 	 
	SIGNATURE GUARANTEED	 





The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


  




    	 	 
A-14-11
	 



    


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


Distributions shall be made,
by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________________, as its agent.


  




    	 	 
A-14-12
	 



    


    

EXHIBIT A-15


FORM OF CLASS X-H CERTIFICATE


CLASS X-H


BBCMS MORTGAGE TRUST 2022-C16


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C16, CLASS X-H


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN
MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE 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.








 



	1	Temporary Regulation S Book-Entry Certificate legend.




	2	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.




	3	Book-Entry Certificate legend.



 




    	 	 
A-15-1
	 



    


    

[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1)  PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT (“RULE  144A”) TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (2)  TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”,
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3)  TO AN INSTITUTION THAT
IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT
(“REGULATION D”) OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE
MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D (COLLECTIVELY, “INSTITUTIONAL ACCREDITED INVESTORS”), AND
(B)  IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE
BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS,
TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (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 CLASS X-H CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS H CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS X-H CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE
LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS  860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.




    	 	 
A-15-2
	 



    


    

  


	
    PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING
    AGREEMENT

    DENOMINATION: $[                            ]

    DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
    (AS DEFINED HEREIN)

    CLOSING DATE: JUNE 28, 2022

    FIRST DISTRIBUTION DATE:

    JULY 15, 2022

    APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-H CERTIFICATES
    AS OF THE CLOSING DATE: $12,881,000
	
    MASTER SERVICER: MIDLAND LOAN SERVICES,
    A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

    SPECIAL SERVICER: LNR PARTNERS, LLC

    TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

    CERTIFICATE ADMINISTRATOR: COMPUTERSHARE
    TRUST COMPANY, NATIONAL ASSOCIATION

    OPERATING
    Advisor: PARK BRIDGE LENDER SERVICES LLC

    ASSET REPRESENTATIONS REVIEWER: PARK
    BRIDGE LENDER SERVICES LLC

    CUSIP NO.: 05552YAT3

    ISIN NO.: US05552YAT384

    

    CUSIP NO.: U0738YAD3

    ISIN NO.: USU0738YAD325

    

    CUSIP NO.: 05552YAU0

    ISIN NO.: US05552YAU016

    CERTIFICATE NO.: [X-H-1] [X-H-S-1]

	  	  





 



	4	For Certificate sold in reliance on Rule 144A only.




	5	For Regulation S Global Certificate only.




	6	For IAI Definitive Certificate only.



  




    	 	 
A-15-3
	 



    


    

CLASS  X-H 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 Non-VRR Gain-on-Sale Reserve Account, the VRR Gain-on-Sale Reserve Account, the Excess Interest Distribution Account
and the REO Accounts, formed and sold by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class  X-H Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated and effective as of June 1, 2022 (the “Pooling and Servicing Agreement”), among Barclays
Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor entity under
the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement
is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Notional Amount of the
Class  X-H Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates,
Series 2022-C16 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class of Certificates
of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts.


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class X-H




    	 	 
A-15-4
	 



    


    

Pass-Through Rate specified above on the Notional
Amount of this Certificate immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date
will be in an amount equal to this Certificate’s pro rata share of the Non-VRR 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 in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(k) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(k) 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




    	 	 
A-15-5
	 



    


    

authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class X-H Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $100,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)                        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)                    
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a)  the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)  such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)                    
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all
times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or
the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a)  such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b)  such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


(v)                      
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other
than the




    	 	 
A-15-6
	 



    


    

Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


(vi)                   
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)              
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(ix)                     
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule  17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x)  an Opinion of Counsel or (y)  if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)                          
to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment
or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, in each case as evidenced
by an Opinion of Counsel; or




    	 	 
A-15-7
	 



    


    

(xi)                       
 to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)                            
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion
Holder without the consent of such Companion Holder; or


(ii)                        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)                    
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)                    
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)                         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund, the Grantor Trust or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to qualify
as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and




    	 	 
A-15-8
	 



    


    

Servicing Agreement may be made that changes
any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement or that otherwise
materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the
Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans (solely for the purposes of this calculation,
if such right is being exercised after the Distribution Date in June 2032 and the Village at Mitchell Ranch Mortgage Loan and/or the CVS
Pawtucket Mortgage Loan is still an asset of the Trust, then any such Mortgage Loan will be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off
Date).


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Non-VRR Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of the outstanding Certificates (other than the Class R and Class S Certificates together with
the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


  




    	 	 
A-15-9
	 



    


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not
in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





		Dated:	June 28, 2022



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
X-H CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as
Authenticating Agent
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





  




    	 	 
A-15-10
	 



    


    

ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:





	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)


Additional abbreviations may also be
used though not in the above list.


  


  





FORM OF TRANSFER





FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 







 



 the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:                                          	NOTICE:    The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


  





	 	 
	SIGNATURE GUARANTEED	 





The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


  




    	 	 
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DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


Distributions shall be made,
by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________________, as its agent.


  




    	 	 
A-15-12
	 



    


    

EXHIBIT A-16


FORM OF CLASS X-J CERTIFICATE


CLASS X-J


BBCMS MORTGAGE TRUST 2022-C16


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C16, CLASS X-J


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN
MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE 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.








 



	1	Temporary Regulation S Book-Entry Certificate legend.




	2	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.




	3	Book-Entry Certificate legend.



 




    	 	 
A-16-1
	 



    


    

[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1)  PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT (“RULE  144A”) TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (2)  TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”,
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3)  TO AN INSTITUTION THAT
IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT
(“REGULATION D”) OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE
MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D (COLLECTIVELY, “INSTITUTIONAL ACCREDITED INVESTORS”), AND
(B)  IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE
BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS,
TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (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 CLASS X-J CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS J CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS X-J CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE
LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS  860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.




    	 	 
A-16-2
	 



    


    

  


	
    PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING
    AGREEMENT

    DENOMINATION: $[                        ]

    DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
    (AS DEFINED HEREIN)

    CLOSING DATE: JUNE 28, 2022

    FIRST DISTRIBUTION DATE:

    JULY 15, 2022

    APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-J CERTIFICATES
    AS OF THE CLOSING DATE: $20,608,590
	
    MASTER SERVICER: MIDLAND LOAN SERVICES,
    A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

    SPECIAL SERVICER: LNR PARTNERS, LLC

    TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

    CERTIFICATE ADMINISTRATOR: COMPUTERSHARE
    TRUST COMPANY, NATIONAL ASSOCIATION

    OPERATING
    Advisor: PARK BRIDGE LENDER SERVICES LLC

    ASSET REPRESENTATIONS REVIEWER: PARK
    BRIDGE LENDER SERVICES LLC

    CUSIP NO.: 05552YAV8

    ISIN NO.: US05552YAV834

    

    CUSIP NO.: U0738YAE1

    ISIN NO.: USU0738YAE155

    

    CUSIP NO.: 05552YAW6

    ISIN NO.: US05552YAW666

    CERTIFICATE NO.: [X-J-1] [X-J-S-1]

	  	  





 



	4	For Certificate sold in reliance on Rule 144A only.




	5	For Regulation S Global Certificate only.




	6	For IAI Definitive Certificate only.



  




    	 	 
A-16-3
	 



    


    

CLASS  X-J 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 Non-VRR Gain-on-Sale Reserve Account, the VRR Gain-on-Sale Reserve Account, the Excess Interest Distribution Account
and the REO Accounts, formed and sold by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class  X-J Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated and effective as of June 1, 2022 (the “Pooling and Servicing Agreement”), among Barclays
Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor entity under
the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement
is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Notional Amount of the
Class  X-J Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates,
Series 2022-C16 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class of Certificates
of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts.


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class X-J




    	 	 
A-16-4
	 



    


    

Pass-Through Rate specified above on the Notional
Amount of this Certificate immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date
will be in an amount equal to this Certificate’s pro rata share of the Non-VRR 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 in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(k) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(k) 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




    	 	 
A-16-5
	 



    


    

authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class X-J Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $100,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                            
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)                        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)                    
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a)  the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)  such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)                    
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all
times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or
the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a)  such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b)  such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


(v)                      
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other
than the




    	 	 
A-16-6
	 



    


    

Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


(vi)                    
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)               
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in
the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


(ix)                      
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule  17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x)  an Opinion of Counsel or (y)  if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)                        
to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment
or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, in each case as evidenced
by an Opinion of Counsel; or




    	 	 
A-16-7
	 



    


    

(xi)                      
 to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)                           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion
Holder without the consent of such Companion Holder; or


(ii)                        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)                    
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)                     
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)                        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund, the Grantor Trust or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to qualify
as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and




    	 	 
A-16-8
	 



    


    

Servicing Agreement may be made that changes
any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement or that otherwise
materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the
Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans (solely for the purposes of this calculation,
if such right is being exercised after the Distribution Date in June 2032 and the Village at Mitchell Ranch Mortgage Loan and/or the CVS
Pawtucket Mortgage Loan is still an asset of the Trust, then any such Mortgage Loan will be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off
Date).


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Non-VRR Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of the outstanding Certificates (other than the Class R and Class S Certificates together with
the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


  




    	 	 
A-16-9
	 



    


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not
in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





		Dated:	June 28, 2022



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
X-J CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as
Authenticating Agent
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





  




    	 	 
A-16-10
	 



    


    

ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:





	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)





  Additional abbreviations may also be used though not in
the above list.


  


  





FORM OF TRANSFER





FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 







 



the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:                                          	NOTICE:    The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


  





	 	 
	SIGNATURE GUARANTEED	 





The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


  




    	 	 
A-16-11
	 



    


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


Distributions shall be made,
by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________________, as its agent.


  




    	 	 
A-16-12
	 



    


    

EXHIBIT A-17


FORM OF CLASS D CERTIFICATE


CLASS D


BBCMS MORTGAGE TRUST 2022-C16


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C16, CLASS D


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN
MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE 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.








 



	1	Temporary Regulation S Book-Entry Certificate legend.




	2	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.




	3	Book-Entry Certificate legend.



 




    	 	 
A-17-1
	 



    


    

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1)  PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT (“RULE  144A”) TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (2)  TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”,
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3)  TO AN INSTITUTION THAT
IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT
(“REGULATION D”) OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE
MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D (COLLECTIVELY, “INSTITUTIONAL ACCREDITED INVESTORS”), AND
(B)  IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS  860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


THE PORTION OF THE CERTIFICATE BALANCE OF
THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE
PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE
ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION
OF THE NON-VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH
BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


THIS CERTIFICATE IS SUBORDINATED TO THE
CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS X-F, CLASS X-G, CLASS X-H, CLASS
X-J, CLASS A-S, CLASS B AND CLASS C CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


  




    	 	 
A-17-2
	 



    


    

  


	
    PASS-THROUGH RATE: 2.50000% per annum

    DENOMINATION: $[               ]

    DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
    (AS DEFINED HEREIN)

    CLOSING DATE: JUNE 28, 2022

    FIRST DISTRIBUTION DATE:

    JULY 15, 2022

    APPROXIMATE AGGREGATE

    CERTIFICATE BALANCE

    OF THE CLASS D CERTIFICATES

    AS OF THE CLOSING DATE: $24,472,000
	
    MASTER SERVICER: MIDLAND LOAN SERVICES,
    A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

    SPECIAL SERVICER: LNR PARTNERS, LLC

    TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

    CERTIFICATE ADMINISTRATOR: COMPUTERSHARE
    TRUST COMPANY, NATIONAL ASSOCIATION

    OPERATING
    Advisor: PARK BRIDGE LENDER SERVICES LLC

    ASSET REPRESENTATIONS REVIEWER: PARK
    BRIDGE LENDER SERVICES LLC

    CUSIP NO.: 05552YAX4

    ISIN NO.: US05552YAX404

    

    CUSIP NO.: U0738YAF8

    ISIN NO.: USU0738YAF895

    

    CUSIP NO.: 05552YAY2

    ISIN NO.: US05552YAY236

    CERTIFICATE NO.: [D-1] [D-S-1]

	  	  


  





 



	4	For Certificate sold in reliance on Rule 144A only.




	5	For Regulation S Global Certificate only.




	6	For IAI Definitive Certificate only.





    	 	 
A-17-3
	 



    


    

CLASS D CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), 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 Non-VRR Gain-on-Sale Reserve Account, the VRR Gain-on-Sale Reserve Account, the Excess Interest Distribution Account
and the REO Accounts, formed and sold by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class D Certificates issued by the Trust created pursuant to the Pooling and
Servicing Agreement, dated and effective as of June 1, 2022 (the “Pooling and Servicing Agreement”), among Barclays
Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor entity under
the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement
is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of
the Class D Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates,
Series 2022-C16 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.




    	 	 
A-17-4
	 



    


    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class D Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal
to this Certificate’s pro rata share of the Non-VRR 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 in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(k) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(k) 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




    	 	 
A-17-5
	 



    


    

endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class
in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class D Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations
of $100,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                            
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)                        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)                    
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a)  the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)  such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)                     
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all
times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or
the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a)  such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b)  such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


(v)                      
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of




    	 	 
A-17-6
	 



    


    

the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


(vi)                    
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                 
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)                
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in
the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


(ix)                      
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule  17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x)  an Opinion of Counsel or (y)  if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)                         
to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment
or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, in each case as evidenced
by an Opinion of Counsel; or




    	 	 
A-17-7
	 



    


    

(xi)                       
 to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)                           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion
Holder without the consent of such Companion Holder; or


(ii)                         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)                    
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)                    
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)                         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund, the Grantor Trust or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to qualify
as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and




    	 	 
A-17-8
	 



    


    

Servicing Agreement may be made that changes
any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement or that otherwise
materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the
Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans (solely for the purposes of this calculation,
if such right is being exercised after the Distribution Date in June 2032 and the Village at Mitchell Ranch Mortgage Loan and/or the CVS
Pawtucket Mortgage Loan is still an asset of the Trust, then any such Mortgage Loan will be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off
Date).


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Non-VRR Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of the outstanding Certificates (other than the Class R and Class S Certificates together with
the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


  




    	 	 
A-17-9
	 



    


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not
in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





		Dated:	June 28, 2022



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as
Authenticating Agent
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





  




    	 	 
A-17-10
	 



    


    

ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:





	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)


Additional abbreviations may also be
used though not in the above list.


  


  





FORM OF TRANSFER





FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 







 









the within Certificate and does hereby or irrevocably
constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution
in the premises.


  


	Dated:                                       	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


  





	 	 
	SIGNATURE GUARANTEED	 





The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


  




    	 	 
A-17-11
	 



    


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


Distributions shall be made,
by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________________, as its agent.




    	 	 
A-17-12
	 



    


    

EXHIBIT A-18


FORM OF CLASS E CERTIFICATE


CLASS E


BBCMS MORTGAGE TRUST 2022-C16


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C16, CLASS E


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN
MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE 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.








 



	1	Temporary Regulation S Book-Entry Certificate legend.




	\2	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.




	3	Book-Entry Certificate legend. 




 




    	 	 
A-18-1
	 



    


    

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1)  PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT (“RULE  144A”) TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (2)  TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”,
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3)  TO AN INSTITUTION THAT
IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT
(“REGULATION D”) OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE
MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D (COLLECTIVELY, “INSTITUTIONAL ACCREDITED INVESTORS”), AND
(B)  IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS  860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


THE PORTION OF THE CERTIFICATE BALANCE OF
THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE
PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE
ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION
OF THE NON-VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH
BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


THIS CERTIFICATE IS SUBORDINATED TO THE
CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS X-F, CLASS X-G, CLASS X-H, CLASS
X-J, CLASS A-S, CLASS B, CLASS C AND CLASS D CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.


  




    	 	 
A-18-2
	 



    


    

  


	
    PASS-THROUGH RATE: 2.50000% per annum

    DENOMINATION: $[            ]

    DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
    (AS DEFINED HEREIN)

    CLOSING DATE: JUNE 28, 2022

    FIRST DISTRIBUTION DATE:

    JULY 15, 2022

    APPROXIMATE AGGREGATE

    CERTIFICATE BALANCE

    OF THE CLASS E CERTIFICATES

    AS OF THE CLOSING DATE: $16,745,000
	
    MASTER SERVICER: MIDLAND LOAN SERVICES,
    A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

    SPECIAL SERVICER: LNR PARTNERS, LLC

    TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

    CERTIFICATE ADMINISTRATOR: COMPUTERSHARE
    TRUST COMPANY, NATIONAL ASSOCIATION

    OPERATING
    Advisor: PARK BRIDGE LENDER SERVICES LLC

    ASSET REPRESENTATIONS REVIEWER: PARK
    BRIDGE LENDER SERVICES LLC

    CUSIP NO.: 05552YAZ9

    ISIN NO.: US05552YAZ974

    

    CUSIP NO.: U0738YAG6

    ISIN NO.: USU0738YAG625

    

    CUSIP NO.: 05552YBA3

    ISIN NO.: US05552YBA386

    CERTIFICATE NO.: [E-1] [E-S-1]

	  	  


  





 



	4	For Certificate sold in reliance on Rule 144A only.




	5	For Regulation S Global Certificate only.




	6	For IAI Definitive Certificate only.





    	 	 
A-18-3
	 



    


    

CLASS E CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), 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 Non-VRR Gain-on-Sale Reserve Account, the VRR Gain-on-Sale Reserve Account, the Excess Interest Distribution Account
and the REO Accounts, formed and sold by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class E Certificates issued by the Trust created pursuant to the Pooling and
Servicing Agreement, dated and effective as of June 1, 2022 (the “Pooling and Servicing Agreement”), among Barclays
Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor entity under
the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement
is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of
the Class E Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates,
Series 2022-C16 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.




    	 	 
A-18-4
	 



    


    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class E Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal
to this Certificate’s pro rata share of the Non-VRR 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 in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(k) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(k) 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




    	 	 
A-18-5
	 



    


    

endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class
in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class E Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations
of $100,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)                        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)                    
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a)  the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)  such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)                    
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all
times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or
the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a)  such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b)  such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


(v)                       
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of




    	 	 
A-18-6
	 



    


    

the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


(vi)                   
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                 
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)               
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in
the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


(ix)                     
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule  17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x)  an Opinion of Counsel or (y)  if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)                        
to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment
or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, in each case as evidenced
by an Opinion of Counsel; or




    	 	 
A-18-7
	 



    


    

(xi)                     
 to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)                           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion
Holder without the consent of such Companion Holder; or


(ii)                        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)                    
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)                    
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)                        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund, the Grantor Trust or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to qualify
as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and




    	 	 
A-18-8
	 



    


    

Servicing Agreement may be made that changes
any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement or that otherwise
materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the
Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans (solely for the purposes of this calculation,
if such right is being exercised after the Distribution Date in June 2032 and the Village at Mitchell Ranch Mortgage Loan and/or the CVS
Pawtucket Mortgage Loan is still an asset of the Trust, then any such Mortgage Loan will be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off
Date).


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Non-VRR Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of the outstanding Certificates (other than the Class R and Class S Certificates together with
the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


  




    	 	 
A-18-9
	 



    


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not
in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





		Dated:	June 28, 2022



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
E CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as
Authenticating Agent
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





  




    	 	 
A-18-10
	 



    


    

ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:





	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)


Additional abbreviations may also be
used though not in the above list.


  


  





FORM OF TRANSFER





FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 







 



the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:                                       	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


  





	 	 
	SIGNATURE GUARANTEED	 





The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


  




    	 	 
A-18-11
	 



    


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


Distributions shall be made,
by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________________, as its agent.


 




    	 	 
A-18-12
	 



    


    

EXHIBIT A-19


FORM OF CLASS F CERTIFICATE


CLASS F


BBCMS MORTGAGE TRUST 2022-C16


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C16, CLASS F


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN
MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE 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.











 



	1	Temporary Regulation S Book-Entry Certificate legend.




	2	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.




	3	Book-Entry Certificate legend.



 




    	 	 
A-19-1
	 



    


    

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1)  PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT (“RULE  144A”) TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (2)  TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”,
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3)  TO AN INSTITUTION THAT
IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT
(“REGULATION D”) OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE
MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D (COLLECTIVELY, “INSTITUTIONAL ACCREDITED INVESTORS”), AND
(B)  IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE
BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS,
TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (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.


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




    	 	 
A-19-2
	 



    


    

IN A REDUCTION OF THE NON-VRR PRINCIPAL DISTRIBUTION
AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


THIS CERTIFICATE IS SUBORDINATED TO THE
CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS A-S, CLASS B, CLASS C, CLASS X-D, CLASS
X-F, CLASS X-G, CLASS X-H, CLASS X-J, CLASS D AND CLASS E CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.


  




    	 	 
A-19-3
	 



    


    

  


	
    PASS-THROUGH RATE: 2.50000% per annum

    DENOMINATION: $[            ]

    DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
    (AS DEFINED HEREIN)

    CLOSING DATE: JUNE 28, 2022

    FIRST DISTRIBUTION DATE:

    JULY 15, 2022

    APPROXIMATE AGGREGATE

    CERTIFICATE BALANCE

    OF THE CLASS F CERTIFICATES

    AS OF THE CLOSING DATE: $23,184,000
	
    MASTER SERVICER: MIDLAND LOAN SERVICES,
    A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

    SPECIAL SERVICER: LNR PARTNERS, LLC

    TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

    CERTIFICATE ADMINISTRATOR: COMPUTERSHARE
    TRUST COMPANY, NATIONAL ASSOCIATION

    OPERATING
    Advisor: PARK BRIDGE LENDER SERVICES LLC

    ASSET REPRESENTATIONS REVIEWER: PARK
    BRIDGE LENDER SERVICES LLC

    CUSIP NO.: 05552YBB1

    ISIN NO.: US05552YBB114

    

    CUSIP NO.: U0738YAH4

    ISIN NO.: USU0738YAH465

    

    CUSIP NO.: 05552YBC9

    ISIN NO.: US05552YBC936

    CERTIFICATE NO.: [F-1] [F-S-1]

	  	  


  





 



	4	For Certificate sold in reliance on Rule 144A only.




	5	For Regulation S Global Certificate only.




	6	For IAI Definitive Certificate only.





    	 	 
A-19-4
	 



    


    

CLASS F CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), 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 Non-VRR Gain-on-Sale Reserve Account, the VRR Gain-on-Sale Reserve Account, the Excess Interest Distribution Account
and the REO Accounts, formed and sold by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class F Certificates issued by the Trust created pursuant to the Pooling and
Servicing Agreement, dated and effective as of June 1, 2022 (the “Pooling and Servicing Agreement”), among Barclays
Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor entity under
the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement
is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of
the Class F Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates,
Series 2022-C16 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.




    	 	 
A-19-5
	 



    


    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class F Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal
to this Certificate’s pro rata share of the Non-VRR 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 in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(k) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(k) 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




    	 	 
A-19-6
	 



    


    

endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class
in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class F Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations
of $100,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                            
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)                        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)                    
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a)  the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)  such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)                     
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all
times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or
the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a)  such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b)  such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


(v)                      
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of




    	 	 
A-19-7
	 



    


    

the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


(vi)                    
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)               
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in
the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


(ix)                     
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule  17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x)  an Opinion of Counsel or (y)  if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)                         
to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment
or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, in each case as evidenced
by an Opinion of Counsel; or




    	 	 
A-19-8
	 



    


    

(xi)                      
 to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)                           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion
Holder without the consent of such Companion Holder; or


(ii)                         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)                    
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)                    
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)                         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund, the Grantor Trust or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to qualify
as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and




    	 	 
A-19-9
	 



    


    

Servicing Agreement may be made that changes
any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement or that otherwise
materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the
Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans (solely for the purposes of this calculation,
if such right is being exercised after the Distribution Date in June 2032 and the Village at Mitchell Ranch Mortgage Loan and/or the CVS
Pawtucket Mortgage Loan is still an asset of the Trust, then any such Mortgage Loan will be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off
Date).


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Non-VRR Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of the outstanding Certificates (other than the Class R and Class S Certificates together with
the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


  




    	 	 
A-19-10
	 



    


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not
in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





		Dated:	June 28, 2022



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
F CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as
Authenticating Agent
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





  




    	 	 
A-19-11
	 



    


    

ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:





	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)


Additional abbreviations may also be
used though not in the above list.


  


  





FORM OF TRANSFER





FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 







 



the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated: 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


  





	 	 
	SIGNATURE GUARANTEED	 





The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


  




    	 	 
A-19-12
	 



    


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


Distributions shall be made,
by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________________, as its agent.


  




    	 	 
A-19-13
	 



    


    

EXHIBIT A-20


FORM OF CLASS G CERTIFICATE


CLASS G


BBCMS MORTGAGE TRUST 2022-C16


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C16, CLASS G


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN
MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE 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.


 





 



	1	Temporary Regulation S Book-Entry Certificate legend.




	2	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.




	3	Book-Entry Certificate legend.








    	 	 
A-20-1
	 



    


    

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1)  PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT (“RULE  144A”) TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (2)  TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”,
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3)  TO AN INSTITUTION THAT
IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT
(“REGULATION D”) OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE
MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D (COLLECTIVELY, “INSTITUTIONAL ACCREDITED INVESTORS”), AND
(B)  IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE
BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS,
TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (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.


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




    	 	 
A-20-2
	 



    


    

IN A REDUCTION OF THE NON-VRR PRINCIPAL
DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING
THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


THIS CERTIFICATE IS SUBORDINATED TO THE
CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS A-S, CLASS B, CLASS C, CLASS X-D, CLASS
X-F, CLASS X-G, CLASS X-H, CLASS X-J, CLASS D, CLASS E AND CLASS F CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


  




    	 	 
A-20-3
	 



    


    

  


	
    PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING
    AGREEMENT

    DENOMINATION: $[            ]

    DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
    (AS DEFINED HEREIN)

    CLOSING DATE: JUNE 28, 2022

    FIRST DISTRIBUTION DATE:

    JULY 15, 2022

    APPROXIMATE AGGREGATE

    CERTIFICATE BALANCE

    OF THE CLASS G CERTIFICATES

    AS OF THE CLOSING DATE: $10,304,000
	
    MASTER SERVICER: MIDLAND LOAN SERVICES,
    A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

    SPECIAL SERVICER: LNR PARTNERS, LLC

    TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

    CERTIFICATE ADMINISTRATOR: COMPUTERSHARE
    TRUST COMPANY, NATIONAL ASSOCIATION

    OPERATING
    Advisor: PARK BRIDGE LENDER SERVICES LLC

    ASSET REPRESENTATIONS REVIEWER: PARK
    BRIDGE LENDER SERVICES LLC

    CUSIP NO.: 05552YBD7

ISIN NO.: US05552YBD76 4



CUSIP NO.: U0738YAJ0

ISIN NO.: USU0738YAJ025



CUSIP NO.: 05552YBE5

ISIN NO.: US05552YBE596

    CERTIFICATE NO.: [G-1] [G-S-1]

	  	  


  





 



	4	For Certificate sold in reliance on Rule 144A only.




	5	For Regulation S Global Certificate only.




	6	For IAI Definitive Certificate only.





    	 	 
A-20-4
	 



    


    

CLASS G 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 Non-VRR Gain-on-Sale Reserve Account, the VRR Gain-on-Sale Reserve Account, the Excess Interest Distribution Account
and the REO Accounts, formed and sold by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class G Certificates issued by the Trust created pursuant to the Pooling and
Servicing Agreement, dated and effective as of June 1, 2022 (the “Pooling and Servicing Agreement”), among Barclays
Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor entity under
the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement
is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of
the Class G Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates,
Series 2022-C16 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.




    	 	 
A-20-5
	 



    


    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class G Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal
to this Certificate’s pro rata share of the Non-VRR 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 in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(k) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(k) 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




    	 	 
A-20-6
	 



    


    

endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class
in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class G Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations
of $100,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)                        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)                    
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a)  the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)  such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)                    
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all
times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or
the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a)  such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b)  such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


(v)                       
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of




    	 	 
A-20-7
	 



    


    

the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


(vi)                   
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                 
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)                
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in
the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


(ix)                     
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule  17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x)  an Opinion of Counsel or (y)  if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)                        
to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment
or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, in each case as evidenced
by an Opinion of Counsel; or




    	 	 
A-20-8
	 



    


    

(xi)                      
 to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)                           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion
Holder without the consent of such Companion Holder; or


(ii)                        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)                    
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)                     
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)                        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund, the Grantor Trust or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to qualify
as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and




    	 	 
A-20-9
	 



    


    

Servicing Agreement may be made that changes
any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement or that otherwise
materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the
Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans (solely for the purposes of this calculation,
if such right is being exercised after the Distribution Date in June 2032 and the Village at Mitchell Ranch Mortgage Loan and/or the CVS
Pawtucket Mortgage Loan is still an asset of the Trust, then any such Mortgage Loan will be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off
Date).


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Non-VRR Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of the outstanding Certificates (other than the Class R and Class S Certificates together with
the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


  




    	 	 
A-20-10
	 



    


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not
in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





		Dated:	June 28, 2022



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
G CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as
Authenticating Agent
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





  




    	 	 
A-20-11
	 



    


    

ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:





	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)


 Additional abbreviations may also be
used though not in the above list.


  


  





FORM OF TRANSFER





FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 







 



the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated: 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


  





	 	 
	SIGNATURE GUARANTEED	 





The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


  




    	 	 
A-20-12
	 



    


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


Distributions shall be made,
by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________________, as its agent.


 




    	 	 
A-20-13
	 



    


    

EXHIBIT A-21


FORM OF CLASS H CERTIFICATE


CLASS H


BBCMS MORTGAGE TRUST 2022-C16


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C16, CLASS H


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN
MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE 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.


  





 



	1	Temporary Regulation S Book-Entry Certificate legend.




	2	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.




	3	Book-Entry Certificate legend.





    	 	 
A-21-1
	 



    


    

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1)  PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT (“RULE  144A”) TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (2)  TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”,
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3)  TO AN INSTITUTION THAT
IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT
(“REGULATION D”) OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE
MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D (COLLECTIVELY, “INSTITUTIONAL ACCREDITED INVESTORS”), AND
(B)  IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE
BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS,
TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (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.


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




    	 	 
A-21-2
	 



    


    

IN A REDUCTION OF THE NON-VRR PRINCIPAL
DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING
THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


THIS CERTIFICATE IS SUBORDINATED TO THE
CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS A-S, CLASS B, CLASS C, CLASS X-D, CLASS
X-F, CLASS X-G, CLASS X-H, CLASS X-J, CLASS D, CLASS E, CLASS F AND CLASS G CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.


  




    	 	 
A-21-3
	 



    


    

  


	
    PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING
    AGREEMENT

    DENOMINATION: $[              ]

    DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
    (AS DEFINED HEREIN)

    CLOSING DATE: JUNE 28, 2022

    FIRST DISTRIBUTION DATE:

    JULY 15, 2022

    APPROXIMATE AGGREGATE

    CERTIFICATE BALANCE

    OF THE CLASS H CERTIFICATES

    AS OF THE CLOSING DATE: $12,881,000
	
    MASTER SERVICER: MIDLAND LOAN SERVICES,
    A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

    SPECIAL SERVICER: LNR PARTNERS, LLC

    TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

    CERTIFICATE ADMINISTRATOR: COMPUTERSHARE
    TRUST COMPANY, NATIONAL ASSOCIATION

    OPERATING
    Advisor: PARK BRIDGE LENDER SERVICES LLC

    ASSET REPRESENTATIONS REVIEWER: PARK
    BRIDGE LENDER SERVICES LLC

    CUSIP NO.: 05552YBF2

    ISIN NO.: US05552YBF25 4

    

    CUSIP NO.: U0738YAK7

    ISIN NO.: USU0738YAK745

    

    CUSIP NO.: 05552YBG0

    ISIN NO.: US05552YBG086

    CERTIFICATE NO.: [H-1] [H-S-1]

	  	  


  





 



	4	For Certificate sold in reliance on Rule 144A only.




	5	For Regulation S Global Certificate only.




	6	For IAI Definitive Certificate only.





    	 	 
A-21-4
	 



    


    

CLASS H 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 Non-VRR Gain-on-Sale Reserve Account, the VRR Gain-on-Sale Reserve Account, the Excess Interest Distribution Account
and the REO Accounts, formed and sold by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class H Certificates issued by the Trust created pursuant to the Pooling and
Servicing Agreement, dated and effective as of June 1, 2022 (the “Pooling and Servicing Agreement”), among Barclays
Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor entity under
the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement
is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of
the Class H Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates,
Series 2022-C16 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.




    	 	 
A-21-5
	 



    


    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class H Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal
to this Certificate’s pro rata share of the Non-VRR 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 in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(k) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(k) 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




    	 	 
A-21-6
	 



    


    

endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class
in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class H Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations
of $100,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                            
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)                        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)                    
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a)  the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)  such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)                    
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all
times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or
the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a)  such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b)  such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


(v)                       
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of




    	 	 
A-21-7
	 



    


    

the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


(vi)                    
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)              
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in
the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


(ix)                     
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule  17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x)  an Opinion of Counsel or (y)  if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)                        
to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment
or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, in each case as evidenced
by an Opinion of Counsel; or




    	 	 
A-21-8
	 



    


    

(xi)                     
 to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)                           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion
Holder without the consent of such Companion Holder; or


(ii)                        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)                     
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)                     
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)                        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund, the Grantor Trust or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to qualify
as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and




    	 	 
A-21-9
	 



    


    

Servicing Agreement may be made that changes
any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement or that otherwise
materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the
Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans (solely for the purposes of this calculation,
if such right is being exercised after the Distribution Date in June 2032 and the Village at Mitchell Ranch Mortgage Loan and/or the CVS
Pawtucket Mortgage Loan is still an asset of the Trust, then any such Mortgage Loan will be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off
Date).


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Non-VRR Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of the outstanding Certificates (other than the Class R and Class S Certificates together with
the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


  




    	 	 
A-21-10
	 



    


    

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:	June 28, 2022



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
H CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as
Authenticating Agent
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





  




    	 	 
A-21-11
	 



    


    

ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:





	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)





 Additional abbreviations may also be used though not in
the above list.


  


  





FORM OF TRANSFER





FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 







 









the within Certificate and does hereby or irrevocably
constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution
in the premises.


  


	Dated:                                       	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


  





	 	 
	SIGNATURE GUARANTEED	 





The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


  




    	 	 
A-21-12
	 



    


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


Distributions shall be made,
by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________________, as its agent.


 




    	 	 
A-21-13
	 



    


    

EXHIBIT A-22


FORM OF CLASS J CERTIFICATE


CLASS J


BBCMS MORTGAGE TRUST 2022-C16


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C16, CLASS J


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN
MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE 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.


 





 



	1	Temporary Regulation S Book-Entry Certificate legend.




	2	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.




	3	Book-Entry Certificate legend.








    	 	 
A-22-1
	 



    


    

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1)  PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT (“RULE  144A”) TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (2)  TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”,
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3)  TO AN INSTITUTION THAT
IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT
(“REGULATION D”) OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE
MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D (COLLECTIVELY, “INSTITUTIONAL ACCREDITED INVESTORS”), AND
(B)  IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE
BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS,
TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (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.


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




    	 	 
A-22-2
	 



    


    

IN A REDUCTION OF THE NON-VRR PRINCIPAL
DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING
THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


THIS CERTIFICATE IS SUBORDINATED TO THE
CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS A-S, CLASS B, CLASS C, CLASS X-D, CLASS
X-F, CLASS X-G, CLASS X-H, CLASS X-J, CLASS D, CLASS E, CLASS  F, CLASS  G AND CLASS H CERTIFICATES AS AND TO THE EXTENT SET FORTH
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


  




    	 	 
A-22-3
	 



    


    

  


	
    PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING
    AGREEMENT

    DENOMINATION: $[            ]

    DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
    (AS DEFINED HEREIN)

    CLOSING DATE: JUNE 28, 2022

    FIRST DISTRIBUTION DATE:

    JULY 15, 2022

    APPROXIMATE AGGREGATE

    CERTIFICATE BALANCE

    OF THE CLASS J CERTIFICATES

    AS OF THE CLOSING DATE: $20,608,590
	
    MASTER SERVICER: MIDLAND LOAN SERVICES,
    A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

    SPECIAL SERVICER: LNR PARTNERS, LLC

    TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

    CERTIFICATE ADMINISTRATOR: COMPUTERSHARE
    TRUST COMPANY, NATIONAL ASSOCIATION

    OPERATING
    Advisor: PARK BRIDGE LENDER SERVICES LLC

    ASSET REPRESENTATIONS REVIEWER: PARK
    BRIDGE LENDER SERVICES LLC

    CUSIP NO.: 05552YBH8

    ISIN NO.: US05552YBH80 4

    

    CUSIP NO.: U0738YAL5

    ISIN NO.: USU0738YAL575

    

    CUSIP NO.: 05552YBJ4

    ISIN NO.: US05552YBJ476

    CERTIFICATE NO.: [J-1] [J-S-1]

	  	  


  





 



	4	For Certificate sold in reliance on Rule 144A only.




	5	For Regulation S Global Certificate only.




	6	For IAI Definitive Certificate only.





    	 	 
A-22-4
	 



    


    

CLASS J 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 Non-VRR Gain-on-Sale Reserve Account, the VRR Gain-on-Sale Reserve Account, the Excess Interest Distribution Account
and the REO Accounts, formed and sold by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class J Certificates issued by the Trust created pursuant to the Pooling and
Servicing Agreement, dated and effective as of June 1, 2022 (the “Pooling and Servicing Agreement”), among Barclays
Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor entity under
the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement
is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of
the Class J Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates,
Series 2022-C16 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.




    	 	 
A-22-5
	 



    


    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class J Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal
to this Certificate’s pro rata share of the Non-VRR 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 in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(k) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(k) 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




    	 	 
A-22-6
	 



    


    

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 J Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations
of $100,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)                        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)                   
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a)  the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)  such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)                     
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all
times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or
the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a)  such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b)  such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


(v)                       
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of




    	 	 
A-22-7
	 



    


    

the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


(vi)                    
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)               
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in
the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


(ix)                     
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule  17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x)  an Opinion of Counsel or (y)  if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)                         
to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment
or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, in each case as evidenced
by an Opinion of Counsel; or




    	 	 
A-22-8
	 



    


    

(xi)                        
 to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)                           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion
Holder without the consent of such Companion Holder; or


(ii)                        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)                    
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)                    
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)                         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund, the Grantor Trust or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to qualify
as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and




    	 	 
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Servicing Agreement may be made that changes
any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement or that otherwise
materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the
Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans (solely for the purposes of this calculation,
if such right is being exercised after the Distribution Date in June 2032 and the Village at Mitchell Ranch Mortgage Loan and/or the CVS
Pawtucket Mortgage Loan is still an asset of the Trust, then any such Mortgage Loan will be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off
Date).


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Non-VRR Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of the outstanding Certificates (other than the Class R and Class S Certificates together with
the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


  




    	 	 
A-22-10
	 



    


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not
in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





		Dated:	June 28, 2022



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
J CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as
Authenticating Agent
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





  




    	 	 
A-22-11
	 



    


    

ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:





	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)


Additional abbreviations may also be
used though not in the above list.


  


  





FORM OF TRANSFER





FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 







 









the within Certificate and does hereby or irrevocably
constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution
in the premises.


  


	Dated:                                       	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


  





	 	 
	SIGNATURE GUARANTEED	 





The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


  




    	 	 
A-22-12
	 



    


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


Distributions shall be made,
by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________________, as its agent.


 




    	 	 
A-22-13
	 



    


    

EXHIBIT A-23


FORM OF CLASS R CERTIFICATE


CLASS R


BBCMS MORTGAGE TRUST 2022-C16


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C16, CLASS R


THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR THE LAWS OF ANY OTHER
JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION UNDER THE SECURITIES ACT.


THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE
HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS
AND (A)  PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (B)  FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES
IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A.


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY
WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT
REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT  C TO THE POOLING AND SERVICING AGREEMENT.


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE 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.]




    	 	 
A-23-1
	 



    


    

THIS CERTIFICATE MAY NOT BE PURCHASED BY
OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR
TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN
SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (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 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-23-2
	 



    


    

  


	
    PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

    DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
    (AS DEFINED HEREIN)

    CLOSING DATE: JUNE 28, 2022

    FIRST DISTRIBUTION DATE:

    JULY 15, 2022

    CLASS R PERCENTAGE INTEREST: [100%]
	
    MASTER SERVICER: MIDLAND LOAN SERVICES,
    A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

    SPECIAL SERVICER: LNR PARTNERS, LLC

    TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

    CERTIFICATE ADMINISTRATOR: COMPUTERSHARE
    TRUST COMPANY, NATIONAL ASSOCIATION

    OPERATING
    Advisor: PARK BRIDGE LENDER SERVICES LLC

    ASSET REPRESENTATIONS REVIEWER: PARK
    BRIDGE LENDER SERVICES LLC

    CUSIP NO.: 05552YBK1

    ISIN NO.: US05552YBK10

    CERTIFICATE NO.: R-1

	  	  
	  	  
	  	  


  




    	 	 
A-23-3
	 



    


    

CLASS R CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), 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 Non-VRR Gain-on-Sale Reserve Account, the VRR Gain-on-Sale Reserve Account, the Excess Interest Distribution Account
and the REO Accounts, formed and sold by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT [___] is the registered
owner of the interest evidenced by this Certificate in the Class R Certificates issued by the Trust created pursuant to the Pooling and
Servicing Agreement, dated and effective as of June 1, 2022 (the “Pooling and Servicing Agreement”), among Barclays
Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor entity under
the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement
is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the percentage interest specified on the
face hereof. The Certificates are designated as the BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates, Series
2022-C16 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. 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




    	 	 
A-23-4
	 



    


    

currency of the United States of America as
at the time of payment is legal tender for the payment of public and private debts.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution
Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement
and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts)
will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(k) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(k) 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)




    	 	 
A-23-5
	 



    


    

(an “Agent”), a Plan or
a Person acting on behalf of or using the assets of a Plan (such Plan or Person, an “ERISA Prohibited Holder”) or a
Disqualified Non-U.S. Tax Person and each Person acquiring any Ownership Interest in a Class R Certificate shall promptly notify the Certificate
Registrar of any change or impending change to such status; (B)  in connection with any proposed Transfer of any Ownership Interest
in a Class R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class R Certificate shall be
registered until the Certificate Registrar receives, (I)  an affidavit substantially in the form attached to the Pooling and Servicing
Agreement as Exhibit  D-1 (a “Transferee Affidavit”) from the proposed Transferee, in form and substance satisfactory
to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not a Disqualified Organization
or Agent thereof or a Disqualified Non-U.S. Tax Person, and that it has reviewed the provisions of Section  5.03(p) of the Pooling
and Servicing Agreement and agrees to be bound by them and (II)  a representation letter, substantially in the form attached to the
Pooling and Servicing Agreement as Exhibit F-2 from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar,
representing and warranting, among other things, that such Transferee is not an ERISA Prohibited Holder; (C)  notwithstanding the
delivery of a Transferee Affidavit by a proposed Transferee under clause  (B) above, if the Certificate Registrar has actual knowledge
that the proposed Transferee is a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax
Person, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D)  each
Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1)  to require a Transferee Affidavit from
any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate and (2)  not
to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter substantially
in the form attached to the Pooling and Servicing Agreement as Exhibit  D-2 certifying that, among other things, it has no actual
knowledge or reason to know that the proposed Transferee’s statements in such Transferee Affidavit are false.


The Class R Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess thereof.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)                        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(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




    	 	 
A-23-6
	 



    


    

material respect the interests of any
Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


(iv)                     
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a)  such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b)  such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


(v)                        
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified
Non-U.S. Tax Person;


(vi)                    
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)               
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in
the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);




    	 	 
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(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 of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment
or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, in each case as evidenced
by an Opinion of Counsel; or


(xi)                       
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)                            
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion
Holder without the consent of such Companion Holder; or


(ii)                        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)                     
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)                     
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)                         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency




    	 	 
A-23-8
	 



    


    

confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of
any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund, the Grantor Trust or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to qualify
as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be
made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement
or that otherwise materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion
Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the
Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans (solely for the purposes of this calculation,
if such right is being exercised after the Distribution Date in June 2032 and the Village at Mitchell Ranch Mortgage Loan and/or the CVS
Pawtucket Mortgage Loan is still an asset of the Trust, then any such Mortgage Loan will be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off
Date).


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Non-VRR Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of the outstanding Certificates (other than the Class R and Class S Certificates together with
the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.




    	 	 
A-23-9
	 



    


    

THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


  




    	 	 
A-23-10
	 



    


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not
in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement 
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





		Dated:	June 28, 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-23-11
	 



    


    

ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:





	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)


Additional abbreviations may also be
used though not in the above list.


  


  


FORM OF TRANSFER





FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 







 







the within Certificate and does hereby or irrevocably
constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution
in the premises.


  


	Dated: 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


  





	 	 
	SIGNATURE GUARANTEED	 





The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


  




    	 	 
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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.


 




    	 	 
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EXHIBIT A-24


FORM OF CLASS S CERTIFICATE


CLASS S


BBCMS MORTGAGE TRUST 2022-C16


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C16, CLASS S


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1)  PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT (“RULE  144A”) TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (2)  TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”,
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3)  TO AN INSTITUTION THAT
IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT
(“REGULATION D”) OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE
MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D (COLLECTIVELY, “INSTITUTIONAL ACCREDITED INVESTORS”), AND
(B)  IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


THIS CERTIFICATE MAY NOT BE PURCHASED BY
OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN 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.




    	 	 
A-24-1
	 



    


    

THIS CERTIFICATE REPRESENTS AN UNDIVIDED
beneficial INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE excess interest and RELATED
AMOUNTS IN THE excess interest distribution account.


EACH PURCHASER OF THIS CERTIFICATE SHALL
BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT.




    	 	 
A-24-2
	 



    


    

  


	
    PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [___]%

    DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
    (AS DEFINED HEREIN)

    CLOSING DATE: JUNE 28, 2022

    FIRST DISTRIBUTION DATE:

    JULY 15, 2022

    AGGREGATE CLASS S PERCENTAGE INTEREST: 100%
	
    MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
    NATIONAL ASSOCIATION

    SPECIAL SERVICER: LNR PARTNERS, LLC

    TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

    CERTIFICATE ADMINISTRATOR: COMPUTERSHARE TRUST COMPANY, NATIONAL
    ASSOCIATION

    OPERATING
    Advisor: PARK BRIDGE LENDER SERVICES LLC

    ASSET REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

    CUSIP NO.: 05552YBL9

    ISIN NO.: US05552YBL921

    

    CUSIP NO.: 05552YBM7

    ISIN NO.: US05552YBM752

    

    CERTIFICATE NO.: [S-1][S-2]




 





 



	1	For Certificate sold in reliance on Rule 144A only.




	2	For IAI Definitive Certificate only.





    	 	 
A-24-3
	 



    


    

  


CLASS S CERTIFICATE


evidencing a beneficial ownership interest in
a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof,
the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security
for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest
Reserve Account, the Non-VRR Gain-on-Sale Reserve Account, the VRR Gain-on-Sale Reserve Account, the Excess Interest Distribution Account
and the REO Accounts, formed and sold by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT [_____] is the registered
owner of the interest evidenced by this Certificate in the Class S Certificates issued by the Trust created pursuant to the Pooling and
Servicing Agreement, dated and effective as of June 1, 2022 (the “Pooling and Servicing Agreement”), among Barclays
Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor entity under
the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement
is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the percentage interest specified on the
face hereof. The Certificates are designated as the BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates, Series  2022-C16
and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the
aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
an undivided beneficial interest in a portion of a grantor trust that holds the Excess Interest and related amounts in the Excess Interest
Distribution Account. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the
treatment of, this Certificate in accordance with the preceding 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, 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) of the Excess Interest
then distributable, if any, 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, Excess Interest actually collected on the Mortgage Loans, all as more specifically set forth
in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution
Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing




    	 	 
A-24-4
	 



    


    

Agreement and the Master Servicer (with respect
to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals
therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the
Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the
Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including
reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(k) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(k) of the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate for registration of Transfer at the office of the Certificate Registrar or
at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to
the designated transferee or transferees.


The Class S Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 0.1% and multiples of 0.01% in excess thereof.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.




    	 	 
A-24-5
	 



    


    

The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)                        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)                    
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a)  the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)  such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)                     
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the classification of the Grantor Trust as a trust the beneficiaries of
which are treated as the owners under the relevant provisions of the Code and accompanying regulations at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor Trust; provided
that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment)
to the effect that (a)  such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the
imposition of any such tax and (b)  such action will not adversely affect in any material respect the interests of any Certificateholder
or Companion Holder;


(v)                      
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified
Non-U.S. Tax Person;


(vi)                   
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                  
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating




    	 	 
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Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such
amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


(viii)                
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in
the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


(ix)                      
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule  17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x)  an Opinion of Counsel or (y)  if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)                         
to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment
or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, in each case as evidenced
by an Opinion of Counsel; or


(xi)                       
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:




    	 	 
A-24-7
	 



    


    

(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 of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)                         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund, the Grantor Trust or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to qualify
as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be
made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement
or that otherwise materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion
Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the
Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans (solely for the purposes of this calculation,
if such right is being exercised after the Distribution Date in June 2032 and the Village at Mitchell Ranch Mortgage Loan and/or the CVS
Pawtucket Mortgage Loan is still an asset of the Trust, then any such Mortgage Loan will be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off
Date).




    	 	 
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Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Non-VRR Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of the outstanding Certificates (other than the Class R and Class S Certificates together with
the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


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-24-9
	 



    


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not
in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





		Dated:	June 28, 2022



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
S CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Authenticating
Agent
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





  




    	 	 
A-24-10
	 



    


    

ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:





	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)





 Additional abbreviations may also be used though not in
the above list.


  


  





FORM OF TRANSFER





FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 







 



 



the within Certificate and does hereby or irrevocably
constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution
in the premises.


  


	Dated:                                       	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


  





	 	 
	SIGNATURE GUARANTEED	 





The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


  




    	 	 
A-24-11
	 



    


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of __________________________________ account number _______________
or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or _______________________, as its agent.


 




    	 	 
A-24-12
	 



    


    

 


  EXHIBIT A-25


FORM OF CLASS VRR CERTIFICATE


CLASS VRR


BBCMS MORTGAGE TRUST 2022-C16


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C16, CLASS VRR


THIS CERTIFICATE IS INTENDED TO CONSTITUTE
PART OF AN “ELIGIBLE VERTICAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND FINANCING SET FORTH IN REGULATION RR
PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 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.


[FOR BOOK-ENTRY CERTIFICATES AND SOLELY
FOLLOWING THE TRANSFER RESTRICTION PERIOD: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]1


[FOR BOOK-ENTRY CERTIFICATES AND SOLELY
FOLLOWING THE TRANSFER RESTRICTION PERIOD: TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY
CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING








 



	1	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.




	2	Book-Entry Certificate legend.



 




    	 	 
A-25-1
	 



    


    

MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1)  PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT (“RULE  144A”) TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (2)  TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”,
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3)  TO AN INSTITUTION THAT
IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT
(“REGULATION D”) OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE
MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D (COLLECTIVELY, “INSTITUTIONAL ACCREDITED INVESTORS”), AND
(B)  IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY
WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE
BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS,
TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (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) 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 AND




    	 	 
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(B) AN INTEREST IN THE GRANTOR TRUST REPRESENTING
THE RIGHT TO RECEIVE EXCESS INTEREST.


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 VRR 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.


  




    	 	 
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    PASS-THROUGH RATE: THE WEIGHTED AVERAGE NET MORTGAGE RATE

    DENOMINATION: $[              ]

    DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
    (AS DEFINED HEREIN)

    CLOSING DATE: JUNE 28, 2022

    FIRST DISTRIBUTION DATE:

    JULY 15, 2022

    APPROXIMATE AGGREGATE

    CERTIFICATE BALANCE

    OF THE CLASS VRR CERTIFICATES

    AS OF THE CLOSING DATE: $54,232,821
	
    MASTER SERVICER: MIDLAND LOAN SERVICES,
    A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

    SPECIAL SERVICER: LNR PARTNERS, LLC

    TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

    CERTIFICATE ADMINISTRATOR: COMPUTERSHARE
    TRUST COMPANY, NATIONAL ASSOCIATION

    OPERATING
    Advisor: PARK BRIDGE LENDER SERVICES LLC

    ASSET REPRESENTATIONS REVIEWER: PARK
    BRIDGE LENDER SERVICES LLC

    CUSIP NO.: 05552YBN5

    

    

    CERTIFICATE NO.: [VRR-1]

	  	  


  




    	 	 
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CLASS VRR 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 Non-VRR Gain-on-Sale Reserve Account, the VRR Gain-on-Sale Reserve Account, the Excess Interest Distribution Account
and the REO Accounts, formed and sold by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES
AND SOLELY FOLLOWING THE TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [______]] is the registered owner
of the interest evidenced by this Certificate in the Class VRR Certificates issued by the Trust created pursuant to the Pooling and Servicing
Agreement, dated and effective as of June 1, 2022 (the “Pooling and Servicing Agreement”), among Barclays Commercial
Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling
and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor
and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set
forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of
the Class VRR Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates,
Series 2022-C16 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) 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”) and (b) an interest in
the Grantor Trust representing the right to receive Excess Interest. Each Holder of this Certificate, by acceptance hereof, agrees to
treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes
of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of principal and interest (including Excess Interest) then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. 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




    	 	 
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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 rate set forth in the Pooling and Servicing Agreement specified above on the Certificate Balance of this
Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date
will be in an amount equal to this Certificate’s pro rata share of the VRR 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 and Excess Interest actually
collected on the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling
and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of
the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account)
or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts
on deposit in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing
Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth
in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall
be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of VRR 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(k) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(k) of the Pooling and Servicing Agreement.




    	 	 
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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 receipt by the Certificate Administrator of (i) a certificate from the prospective Transferee in the form
set forth in the Pooling and Servicing Agreement and (ii) a certificate from the prospective Transferor in the form set forth in the Pooling
and Servicing Agreement.


Subject to the terms of the
Pooling and Servicing Agreement, the Class VRR Certificates will be issued in fully registered, certificated form in minimum denominations
of $10,000 initial Certificate Balance, and in integral multiples of $0.01 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                            
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)                        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)                    
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a)  the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)  such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)                    
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all
times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or
the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a)  such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b)  such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;




    	 	 
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(v)                       
 to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified
Non-U.S. Tax Person;


(vi)                    
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                 
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)              
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in
the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


(ix)                     
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule  17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x)  an Opinion of Counsel or (y)  if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)                        
to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment
or to modify or eliminate the




    	 	 
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provision related to the risk retention
requirements in the event of such repeal, in each case as evidenced by an Opinion of Counsel; or


(xi)                      
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)                            
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion
Holder without the consent of such Companion Holder; or


(ii)                         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)                     
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)                     
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)                        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in




    	 	 
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accordance with such amendment will not result
in the imposition of a tax on any portion of the Trust Fund, the Grantor Trust or any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or the Grantor Trust to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment
to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included in the Pooling and
Servicing Agreement by any Intercreditor Agreement or that otherwise materially and adversely affects the holder of a Companion Loan without
the consent of the holder of the related Companion Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the
Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans (solely for the purposes of this calculation,
if such right is being exercised after the Distribution Date in June 2032 and the Village at Mitchell Ranch Mortgage Loan and/or the CVS
Pawtucket Mortgage Loan is still an asset of the Trust, then any such Mortgage Loan will be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off
Date).


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Non-VRR Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of the outstanding Certificates (other than the Class R and Class S Certificates together with
the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


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.


  




    	 	 
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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:	June 28, 2022



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
VRR CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as
Authenticating Agent
	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





  




    	 	 
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ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:





	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)


Additional abbreviations may also be
used though not in the above list.


  


  





FORM OF TRANSFER





FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 







 



 


the within Certificate and does hereby or irrevocably
constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution
in the premises.


  


	Dated:                                       	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


  





	 	 
	SIGNATURE GUARANTEED	 





The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


  




    	 	 
A-25-12
	 



    


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


Distributions shall be made,
by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________________, as its agent.



















































































    	 	 
A-25-13
	 



    


    








EXHIBIT B


MORTGAGE LOAN SCHEDULE


 


 




    	 	Exhibit B-1	 



    


    




BBCMS Mortgage
Trust 2022-C16


MORTGAGE LOAN SCHEDULE


	Sequence
    #	Seller	Property
    Name	Property
    Address	City	State	Zip
    Code	County	Property
    Type	Total
    SF/Units	Unit
    of Measure
	1	SGFC	Houston
    Multifamily Portfolio	Various	Houston	TX	Various	Harris	Multifamily	1,558	Units
	1.01	SGFC	Providence
    at Memorial	1370
    Afton Street	Houston	TX	77055	Harris	Multifamily	321	Units
	1.02	SGFC	Diamond
    Hill	9411
    Westheimer Road	Houston	TX	77063	Harris	Multifamily	305	Units
	1.03	SGFC	Casa
    Del Mar	2431
    FM 1960 West	Houston	TX	77068	Harris	Multifamily	354	Units
	1.04	SGFC	Sedona
    Pointe	311
    Highland Cross Drive	Houston	TX	77073	Harris	Multifamily	352	Units
	1.05	SGFC	Buena
    Vista	2402
    Bammelwood Drive	Houston	TX	77014	Harris	Multifamily	226	Units
	2	SMC	Yorkshire
    & Lexington Towers	Various	New
    York	NY	Various	New
    York	Multifamily	808	Units
	2.01	SMC	Yorkshire
    Towers	305
    East 86th Street	New
    York	NY	10028	New
    York	Multifamily	681	Units
	2.02	SMC	Lexington
    Towers	160
    East 88th Street	New
    York	NY	10128	New
    York	Multifamily	127	Units
	3	Barclays	1888
    Century Park East	1888
    Century Park East	Los
    Angeles	CA	90067	Los
    Angeles	Office	502,510	SF
	4	UBS
    AG	3075
    Olcott	3075
    Olcott Street	Santa
    Clara	CA	95054	Santa
    Clara	Office	246,606	SF
	5	Natixis	70
    Hudson Street	70
    Hudson Street	Jersey
    City	NJ	07302	Hudson	Office	431,281	SF
	6	Barclays	ExchangeRight
    Net Leased Portfolio #55	Various	Various	Various	Various	Various	Retail	747,953	SF
	6.01	Barclays	Walmart
    Neighborhood Market - Prairieville (Airline), LA	15047
    Airline Highway	Prairieville	LA	70769	Ascension	Retail	41,917	SF
	6.02	Barclays	Pick
    N Save - Sun Prairie (Main), WI	640
    East Main Street	Sun
    Prairie	WI	53590	Dane	Retail	61,048	SF
	6.03	Barclays	Schnucks
    - Love's Park (Harlem), IL	1810
    Harlem Road	Loves
    Park	IL	61111	Winnebago	Retail	142,357	SF
	6.04	Barclays	Walmart
    Neighborhood Market - Thibodaux (Main), LA	224
    West Main Street	Thibodaux	LA	70301	Terrebonne	Retail	42,311	SF
	6.05	Barclays	Walmart
    Neighborhood Market - Houma (Park), LA	6411
    West Park Avenue	Houma	LA	70364	Terrebonne	Retail	44,237	SF
	6.06	Barclays	Publix
    - Decatur (Point), AL	2934
    Point Mallard Parkway Southeast	Decatur	AL	35603	Morgan	Retail	45,600	SF
	6.07	Barclays	PNC
    Bank - Clarendon Hills (Holmes), IL	300
    Holmes Avenue	Clarendon
    Hills	IL	60514	DuPage	Retail	15,896	SF
	6.08	Barclays	Walmart
    Neighborhood Market - New Iberia (Parkview), LA	1201
    Parkview Drive	New
    Iberia	LA	70563	Iberia	Retail	41,952	SF
	6.09	Barclays	Walmart
    Neighborhood Market - Opelousas (Union), LA	2310
    South Union Street	Opelousas	LA	70570	Saint
    Landry	Retail	43,240	SF
	6.10	Barclays	Walmart
    Neighborhood Market - Meraux (Archbishop), LA	2500
    Archbishop Philip M. Hannan Boulevard	Meraux	LA	70075	Saint
    Bernard	Retail	42,311	SF
	6.11	Barclays	CVS
    Pharmacy - Auburn (Opelika), AL	1498
    Opelika Road	Auburn	AL	36830	Lee	Retail	13,253	SF
	6.12	Barclays	Huntington
    Bank- Clarksburg (Pike), WV	230
    West Pike Street	Clarksburg	WV	26301	Harrison	Retail	43,500	SF
	6.13	Barclays	CVS
    Pharmacy - Grand Rapids (Fuller), MI	1155
    Fuller Avenue Northeast	Grand
    Rapids	MI	49503	Kent	Retail	10,965	SF
	6.14	Barclays	O'Reilly
    Auto Parts - Madison (Commerce), WI	416
    Commerce Drive	Madison	WI	53719	Dane	Retail	16,240	SF
	6.15	Barclays	U.S.
    Bank - Northlake (North), IL	26
    North Avenue	Northlake	IL	60164	Cook	Retail	5,300	SF
	6.16	Barclays	CVS
    - Tullahoma (Jackson), TN	1351
    North Jackson Street	Tullahoma	TN	37388	Coffee	Retail	9,600	SF
	6.17	Barclays	7-Eleven-
    La Grange (Ogden), IL	9600
    East Ogden Avenue	La
    Grange	IL	60525	Cook	Retail	3,000	SF
	6.18	Barclays	U.S.
    Bank - Elk Grove Village (Devon), IL	1100
    West Devon Avenue	Elk
    Grove Village	IL	60007	Cook	Retail	4,250	SF
	6.19	Barclays	Sherwin
    Williams - Marysville (Fifth), OH	702
    East 5th Street	Marysville	OH	43040	Union	Retail	3,500	SF
	6.20	Barclays	O'Reilly
    - Owensboro (Bold Forbes), KY	3200
    Bold Forbes Way	Owensboro	KY	42303	Daviess	Retail	7,150	SF
	6.21	Barclays	PNC
    Bank - Aurora (Galena), IL	1977
    West Galena Boulevard	Aurora	IL	60506	Kane	Retail	5,000	SF
	6.22	Barclays	NAPA
    Auto Parts - Downers Grove (Ogden), IL	901
    Ogden Avenue	Downers
    Grove	IL	60515	DuPage	Retail	10,500	SF
	6.23	Barclays	Family
    Dollar - Cuyahoga Falls (Bailey), OH	1841
    Bailey Road	Cuyahoga
    Falls	OH	44221	Summit	Retail	8,353	SF
	6.24	Barclays	Dollar
    General - Lewiston (Sabattus), ME	1079
    Sabattus Street	Lewiston	ME	04240	Androscoggin	Retail	9,026	SF
	6.25	Barclays	U.S.
    Bank - Niles (Dempster), IL	8500
    West Dempster Street	Niles	IL	60714	Cook	Retail	5,477	SF
	6.26	Barclays	Dollar
    Tree - Des Plaines (Rand), IL	1507
    Rand Road	Des
    Plaines	IL	60016	Cook	Retail	8,300	SF
	6.27	Barclays	Dollar
    General - Odessa (University), TX	10521
    West University Boulevard	Odessa	TX	79764	Ector	Retail	9,026	SF
	6.28	Barclays	Dollar
    General - Weber City, (Hwy 23), VA	2000
    Main Street	Weber
    City	VA	24290	Scott	Retail	9,495	SF
	6.29	Barclays	Dollar
    General- Springtown (Highway), TX	4405
    East Highway 199	Springtown	TX	76082	Parker	Retail	9,026	SF
	6.30	Barclays	Sherwin
    Williams - Champaign (Marketview), IL	702
    West Marketview Drive	Champaign	IL	61822	Champaign	Retail	4,884	SF
	6.31	Barclays	Dollar
    General - Holly (Saginaw), MI	514
    North Saginaw Street	Holly	MI	48442	Oakland	Retail	10,736	SF
	6.32	Barclays	Dollar
    General - Dyer (Sheffield), IN	1620
    Sheffield Avenue	Dyer	IN	46311	Lake	Retail	9,014	SF
	6.33	Barclays	Dollar
    General - Lubbock (University), TX	9604
    University Avenue	Lubbock	TX	79423	Lubbock	Retail	9,014	SF
	6.34	Barclays	Citizens
    Bank - Wilmington (Marsh), DE	1620
    Marsh Road	Wilmington	DE	19803	New
    Castle	Retail	2,475	SF
	7	Barclays	Bell
    Works	101
    Crawfords Corner Road	Holmdel	NJ	07733	Monmouth	Office	1,371,470	SF
	8	UBS
    AG	ILPT
    Logistics Portfolio	Various	Various	Various	Various	Various	Industrial	9,438,321	SF
	8.01	UBS
    AG	4000
    Principio Parkway	4000
    Principio Parkway East	North
    East	MD	21901	Cecil	Industrial	1,194,744	SF
	8.02	UBS
    AG	2020
    Joe B. Jackson Parkway	2020
    Joe B. Jackson Parkway	Murfreesboro	TN	37127	Rutherford	Industrial	1,016,281	SF
	8.03	UBS
    AG	1901
    Meadowville Technology Parkway	1901
    Meadowville Technology Parkway	Chester	VA	23836	Chesterfield	Industrial	1,016,281	SF
	8.04	UBS
    AG	52
    Pettengill Road	52
    Pettengill Road	Londonderry	NH	03053	Rockingham	Industrial	614,240	SF
	8.05	UBS
    AG	510
    John Dodd Road	510
    John Dodd Road	Spartanburg	SC	29303	Spartanburg	Industrial	1,015,740	SF
	8.06	UBS
    AG	309
    Dulty's Lane	309
    Dulty's Lane	Burlington	NJ	08016	Burlington	Industrial	633,836	SF
	8.07	UBS
    AG	5300
    Centerpoint Parkway	5300
    Centerpoint Parkway	Groveport	OH	43125	Franklin	Industrial	581,342	SF
	8.08	UBS
    AG	17001
    West Mercury Street	17001
    Mercury Street	Gardner	KS	66030	Johnson	Industrial	645,462	SF
	8.09	UBS
    AG	725
    Darlington Avenue	725
    Darlington Avenue	Mahwah	NJ	07430	Bergen	Industrial	167,424	SF
	8.10	UBS
    AG	10100
    89th Avenue N	10100
    89th Avenue North	Maple
    Grove	MN	55369	Hennepin	Industrial	319,062	SF
	8.11	UBS
    AG	7303
    Rickenbacker Parkway West	7303
    Rickenbacker Parkway West	Columbus	OH	43217	Franklin	Industrial	357,504	SF
	8.12	UBS
    AG	4836
    Hickory Hill Road	4836
    Hickory Hill Road	Memphis	TN	38141	Shelby	Industrial	646,160	SF
	8.13	UBS
    AG	7000
    West Post Road	7000
    West Post Road	Las
    Vegas	NV	89113	Clark	Industrial	95,953	SF
	8.14	UBS
    AG	3201
    Bearing Drive	3201
    Bearing Drive	Franklin	IN	46131	Johnson	Industrial	422,912	SF
	8.15	UBS
    AG	900
    Commerce Parkway West Drive	900
    Commerce Parkway West Drive	Greenwood	IN	46143	Johnson	Industrial	294,388	SF
	8.16	UBS
    AG	6825
    West County Road 400 North	6825
    West County Road 400 North	Greenfield	IN	46140	Hancock	Industrial	245,041	SF
	8.17	UBS
    AG	951
    Trails Road	951
    Trails Road	Eldridge	IA	52748	Scott	Industrial	171,951	SF
	9	UBS
    AG	Phoenix
    Industrial Portfolio VIII	Various	Various	Various	Various	Various	Industrial	2,329,016	SF
	9.01	UBS
    AG	West
    Mifflin, PA	1200
    Lebanon Road	West
    Mifflin	PA	15122	Allegheny	Industrial	625,000	SF



 






    	 	 
1
	 



    


    

BBCMS Mortgage
Trust 2022-C16


MORTGAGE LOAN SCHEDULE


	Sequence
    #	Seller	Property
    Name	Property
    Address	City	State	Zip
    Code	County	Property
    Type	Total
    SF/Units	Unit
    of Measure
	9.02	UBS
    AG	Church
    Hill, TN	121
    Kingsport Press Lane	Church
    Hill	TN	37642	Hawkins	Industrial	818,685	SF
	9.03	UBS
    AG	Mossville,
    IL	2314
    East Wilkens Drive	Mossville	IL	61523	Peoria	Industrial	478,400	SF
	9.04	UBS
    AG	Eldon,
    MO	1401
    East North Street	Eldon	MO	65026	Miller	Industrial	276,180	SF
	9.05	UBS
    AG	Kingsport,
    TN	2497
    Sherwood Road	Kingsport	TN	37664	Hawkins	Industrial	130,751	SF
	10	SMC	BVG
    Portfolio III	Various	Various	Various	Various	Various	Manufactured
    Housing	667	Pads
	10.01	SMC	Trinidad
    RV & Emerald Forest RV & Campground	51
    Midway Drive and 753 Patrick Point Drive	Trinidad	CA	95570	Humboldt	Manufactured
    Housing	167	Pads
	10.02	SMC	Hacienda
    RV Resort	740
    Stern Drive	Las
    Cruces	NM	88005	Dona
    Ana	Manufactured
    Housing	113	Pads
	10.03	SMC	Gardena
    MHC & Apts	13801
    South Vermont Avenue	Gardena	CA	90247	Los
    Angeles	Manufactured
    Housing	83	Pads
	10.04	SMC	Fairmont
    MHC	1465
    Remount Road, 1482 Sumner Avenue and 1116 Berkeley Street	North
    Charleston	SC	29406	Charleston
    and Berkeley	Manufactured
    Housing	96	Pads
	10.05	SMC	Gansett
    MHC	40
    Taylor Drive	Rumford	RI	02916	Providence	Manufactured
    Housing	70	Pads
	10.06	SMC	Elsinore
    Hills RV Park	18860
    Dexter Avenue	Lake
    Elsinore	CA	92532	Riverside	Manufactured
    Housing	50	Pads
	10.07	SMC	Flying
    A MHC	165
    South Main Street	Red
    Bluff	CA	96080	Tehama	Manufactured
    Housing	66	Pads
	10.08	SMC	Golden
    Arrow MHC	10838
    Vernon Avenue	Ontario	CA	91762	San
    Bernardino	Manufactured
    Housing	22	Pads
	11	Barclays	Perry
    Hall Centre and Perry Hall Square	8905
    Belair Road	Perry
    Hall	MD	21236	Baltimore	Retail	231,754	SF
	12	BSPRT	The
    Shoppes at Eagle Point	1265
    Interstate Drive	Cookeville	TN	38501	Putnam	Retail	228,041	SF
	13	BSPRT	Village
    at Mitchell Ranch	3139
    Little Road	New
    Port Richey	FL	34655	Pasco	Retail	146,715	SF
	14	Barclays	Twin
    Spans Business Park and Delaware River Industrial Park	Various	New
    Castle	DE	19804	New
    Castle	Industrial	2,180,017	SF
	14.01	Barclays	350
    Anchor Mill Road	350
    Anchor Mill Road	New
    Castle	DE	19804	New
    Castle	Industrial	421,291	SF
	14.02	Barclays	301
    Anchor Mill Road	301
    Anchor Mill Road	New
    Castle	DE	19804	New
    Castle	Industrial	335,046	SF
	14.03	Barclays	400
    Ships Landing Way	400
    Ships Landing Way	New
    Castle	DE	19804	New
    Castle	Industrial	235,000	SF
	14.04	Barclays	800
    Ships Landing Way	800
    Ships Landing Way	New
    Castle	DE	19804	New
    Castle	Industrial	226,200	SF
	14.05	Barclays	6
    Dockview	6
    Dock View Drive	New
    Castle	DE	19804	New
    Castle	Industrial	201,079	SF
	14.06	Barclays	501
    Ships Landing Way	501
    Ships Landing Way	New
    Castle	DE	19804	New
    Castle	Industrial	159,630	SF
	14.07	Barclays	250
    Anchor Mill Road	250
    Anchor Mill Road	New
    Castle	DE	19804	New
    Castle	Industrial	106,800	SF
	14.08	Barclays	10
    Dockview Drive	10
    Dock View Drive	New
    Castle	DE	19804	New
    Castle	Industrial	100,630	SF
	14.09	Barclays	7
    - 23 Harborview Drive	7-23
    Harbor View Drive	New
    Castle	DE	19804	New
    Castle	Industrial	68,067	SF
	14.10	Barclays	200
    Anchor Mill Road	200
    Anchor Mill Road	New
    Castle	DE	19804	New
    Castle	Industrial	101,182	SF
	14.11	Barclays	300
    Anchor Mill Road	300
    Anchor Mill Road	New
    Castle	DE	19804	New
    Castle	Industrial	83,850	SF
	14.12	Barclays	27
    - 55 Harborview Drive	27-55
    Harbor View Drive	New
    Castle	DE	19804	New
    Castle	Industrial	68,453	SF
	14.13	Barclays	100
    Ships Landing	100
    Ships Landing Way	New
    Castle	DE	19804	New
    Castle	Industrial	44,800	SF
	14.14	Barclays	600
    Ships Landing Way	600
    Ships Landing Way	New
    Castle	DE	19804	New
    Castle	Industrial	27,989	SF
	15	SMC	Stockton
    Self Storage Portfolio	Various	Various	CA	Various	Various	Various	464,535	SF
	15.01	SMC	Airport
    Road Self Storage	1604
    Airport Road	Rio
    Vista	CA	94571	Solano	Self
    Storage	113,170	SF
	15.02	SMC	Morada
    Self Storage	10200
    North State Route 99 East Frontage Road	Stockton	CA	95212	San
    Joaquin	Self
    Storage	98,700	SF
	15.03	SMC	Highway
    88 Self Storage	12941
    Blossom Court	Lockeford	CA	95237	San
    Joaquin	Self
    Storage	68,475	SF
	15.04	SMC	Beckman
    Road Industrial	850
    Thurman Street a/k/a 500 South Beckman Road	Lodi	CA	95240	San
    Joaquin	Industrial	99,000	SF
	15.05	SMC	Highway
    99 Self Storage	935
    Simmerhorn Road	Galt	CA	95632	Sacramento	Self
    Storage	50,240	SF
	15.06	SMC	Eight
    Mile Road Self Storage	10910
    North Highway 99	Lodi	CA	95240	San
    Joaquin	Self
    Storage	34,950	SF
	16	SMC	Deerfield
    and Courtyard Apartments	Various	Various	TX	Various	Harris 	Multifamily	441	Units
	16.01	SMC	Deerfield
    Apartments	10001
    Club Creek Drive	Houston	TX	77036	Harris 	Multifamily	246	Units
	16.02	SMC	Courtyard
    Apartments	402
    Garner Road	Pasadena	TX	77502	Harris 	Multifamily	195	Units
	17	SGFC	ABC
    Mini Storage Portfolio	Various	Various	WA	Various	Spokane	Self
    Storage	531,553	SF
	17.01	SGFC	ABC
    Mini Storage - West	7726
    West Highway 2	Spokane	WA	99224	Spokane	Self
    Storage	232,253	SF
	17.02	SGFC	ABC
    Mini Storage - Valley	11506
    East Indiana Road	Spokane
    Valley	WA	99206	Spokane	Self
    Storage	168,750	SF
	17.03	SGFC	ABC
    Mini Storage - North	11122
    North Newport Highway	Spokane	WA	99218	Spokane	Self
    Storage	130,550	SF
	18	LMF	Sawmill
    Plaza	2643
    Sawmill Place Boulevard	Columbus	OH	43235	Franklin	Retail	194,691	SF
	19	SGFC	4S
    Ranch Village Center	16611-16629
    Dove Canyon Road	San
    Diego	CA	92127	San
    Diego	Retail	56,173	SF
	20	Barclays	The
    Summit	Various	Bellevue	WA	98004	King	Office	907,306	SF
	20.01	Barclays	Summit
    1, 2	355
    110th Avenue Northeast & 10885 Northeast 4th Street	Bellevue	WA	98004	King	Office	533,086	SF
	20.02	Barclays	Summit
    3	320
    108th Avenue Northeast	Bellevue	WA	98004	King	Office	374,220	SF
	21	SGFC	Hamilton
    Commons	190
    Hamilton Commons	Mays
    Landing	NJ	08330	Atlantic	Retail	403,050	SF
	22	Barclays	Church
    Ranch Corporate Center	10170
    Church Ranch Way	Westminster	CO	80021	Jefferson	Office	124,512	SF
	23	Natixis	Oak
    Ridge Office Park	Various	Oak
    Ridge	TN	37830	Anderson	Office	448,965	SF
	23.01	Natixis	Oak
    Ridge Technical Center	1009,
    1055, 1060, 1087, 1093, 1099 Commerce Park Drive	Oak
    Ridge	TN	37830	Anderson	Office	290,365	SF
	23.02	Natixis	Oak
    Ridge Corporate Center	151
    Lafayette Drive	Oak
    Ridge	TN	37830	Anderson	Office	158,600	SF
	24	SGFC	Kalamazoo
    Distribution Center	6677-6805
    Beatrice Drive	Kalamazoo	MI	49009	Kalamazoo	Industrial	313,502	SF
	25	Barclays	Corpus
    Christi Portfolio	Various	Corpus
    Christi	TX	78411	Nueces	Hospitality	172	Rooms
	25.01	Barclays	The
    Staybridge Suites	5201
    Oakhurst Drive	Corpus
    Christi	TX	78411	Nueces	Hospitality	84	Rooms
	25.02	Barclays	The
    Holiday Inn Express & Suites	5213
    Oakhurst Drive	Corpus
    Christi	TX	78411	Nueces	Hospitality	88	Rooms
	26	UBS
    AG	Rosedale
    & Soundview	829-849
    Soundview Avenue and 831 Rosedale Avenue	Bronx	NY	10473	Bronx	Retail	63,008	SF



 






    	 	 
2
	 



    


    

BBCMS Mortgage
Trust 2022-C16


MORTGAGE LOAN SCHEDULE


	Sequence
    #	Seller	Property
    Name	Property
    Address	City	State	Zip
    Code	County	Property
    Type	Total
    SF/Units	Unit
    of Measure
	27	Barclays	Panther
    Lake Shopping Center	20500-20632
    108th Avenue Southeast	Kent	WA	98031	King	Retail	112,130	SF
	28	LMF	Biotrial
    Medical Center	99-117
    Newark Street	Newark	NJ	07103	Essex	Office	60,500	SF
	29	Barclays	Moonwater
    Office Portfolio	Various	Las
    Vegas	NV	Various	Clark	Office	611,320	SF
	29.01	Barclays	6543
    Las Vegas Boulevard South	6543
    South Las Vegas Boulevard	Las
    Vegas	NV	89119	Clark	Office	102,276	SF
	29.02	Barclays	6226
    West Sahara Avenue	6226
    West Sahara Avenue	Las
    Vegas	NV	89146	Clark	Office	292,180	SF
	29.03	Barclays	10190
    Covington Cross Drive	10190
    Covington Cross Drive	Las
    Vegas	NV	89144	Clark	Office	75,588	SF
	29.04	Barclays	1450
    Center Crossing Road	1450
    Center Crossing Road	Las
    Vegas	NV	89144	Clark	Office	52,975	SF
	29.05	Barclays	6551
    Las Vegas Boulevard South	6551
    South Las Vegas Boulevard	Las
    Vegas	NV	89119	Clark	Office	31,105	SF
	29.06	Barclays	9901-9921
    Covington Cross Drive	9901-9921
    Covington Cross Drive	Las
    Vegas	NV	89144	Clark	Office	57,196	SF
	30	Barclays	Magnolia
    Square	1729-1755
    Martin Luther King Junior Boulevard	Houma	LA	70360	Terrebonne	Retail	107,806	SF
	31	UBS
    AG	Nona
    Commons	10727
    & 10743 Narcoossee Road	Orlando	FL	32832	Orange 	Retail	52,832	SF
	32	Barclays	Walgreens
    - St Paul	2099
    Ford Parkway	Saint
    Paul	MN	55116	Ramsey	Retail	15,632	SF
	33	SMC	Aragona
    Retail Portfolio	Various	Macomb	MI	Various	Macomb	Retail	94,448	SF
	33.01	SMC	Macomb
    Centre Plaza	51300-51336
    Romeo Plank Road	Macomb	MI	48042	Macomb	Retail	70,820	SF
	33.02	SMC	River
    Park Plaza	46850-46922
    Romeo Plank Road	Macomb	MI	48044	Macomb	Retail	23,628	SF
	34	BSPRT	Centennial
    Plaza	1401-1455
    West Lake Street	Addison	IL	60101	DuPage	Retail	115,456	SF
	35	SGFC	Great
    American Self Storage	74
    Loloku Street	Kailua
    Kona	HI	96740	Hawaii	Self
    Storage	62,100	SF
	36	Barclays	South
    Valley Center	8231,
    8233, 8239 & 8243 East Stockton Boulevard	Sacramento	CA	95828	Sacramento	Office	49,718	SF
	37	LMF	127
    8th Avenue Leased Fee	127-137
    8th Avenue	New
    York	NY	10011	New
    York	Other	13,800	SF
	38	SGFC	Go
    Store It Crossville	1872
    West Avenue	Crossville	TN	38555	Cumberland	Self
    Storage	173,465	SF
	39	Barclays	965-977
    Frankford Avenue	965
    Frankford Avenue	Philadelphia	PA	19125	Philadelphia	Multifamily	33	Units
	40	SMC	Home2
    Suites Bedford	1916
    Forest Ridge Drive	Bedford	TX	76021	Tarrant	Hospitality	100	Rooms
	41	BSPRT	Edwards
    Landing Apartments	3171
    Morning Dew Lane	Fort
    Pierce	FL	34981	St.
    Lucie 	Multifamily	78	Units
	42	Barclays	Holiday
    Inn Express - Memphis, TN	3411
    Elvis Presley Boulevard	Memphis	TN	38116	Shelby	Hospitality	85	Rooms
	43	LMF	Shops
    at The Domain	3310
    West Braker Lane	Austin	TX	78758	Travis	Retail	13,483	SF
	44	SMC	275
    Commerce	275
    Commerce Drive	Fort
    Washington	PA	19034	Montgomery	Office	50,850	SF
	45	LMF	CVS
    Pawtucket	835
    Newport Avenue	Pawtucket	RI	02861	Providence	Retail	10,880	SF
	46	SGFC	Candlewood
    Suites Elgin	1780
    Capital Street	Elgin	IL	60124	Kane	Hospitality	83	Rooms
	47	Barclays	Load
    and Lock Self Storage	4425
    South U.S. Highway 85 87	Colorado
    Springs	CO	80911	El
    Paso	Self
    Storage	85,644	SF
	48	UBS
    AG	Hartsville
    Crossing	1407-1495
    Retail Row 	Hartsville	SC	29550	Darlington	Retail	68,645	SF
	49	LMF	Washington
    MHC Portfolio	201
    Coe Road, 102 East California Street, 401 Moxee Avenue, 1507 South Fair Street and 9890 U.S. Highway 12	Wapato,
    Union Gap, Naches and Yakima	WA	98951,
    98903, 98937, 98901	Yakima	Manufactured
    Housing	110	Pads
	50	Barclays	5400-5450
    W. Atlantic Blvd	5400-5450
    West Atlantic Boulevard	Margate	FL	33063	Broward	Retail	26,033	SF
	51	LMF	Walgreens
    McDonough	204
    Jonesboro Road	McDonough	GA	30253	Henry	Retail	15,094	SF
	52	SMC	701
    Van Duzer Street	701
    Van Duzer Street	Staten
    Island	NY	10304	Richmond	Industrial	18,600	SF
	53	LMF	Marymoor
    Self Storage	6065
    East Lake Sammamish Parkway Northeast	Redmond	WA	98052	King	Self
    Storage	50,511	SF
	54	SMC	28818
    Cinco Ranch	28818
    Cinco Ranch Boulevard	Katy	TX	77494	Fort
    Bend	Retail	17,150	SF
	55	SMC	The
    Storage Depot	483
    Washington Avenue	North
    Haven	CT	06473	New
    Haven	Self
    Storage	33,470	SF
	56	LMF	Walgreens
    Plainfield	4822
    Caton Farm Road	Plainfield	IL	60586	Will	Retail	15,018	SF
	57	SMC	CVS
    Fourth Street	1049
    West 4th Street	Mansfield	OH	44906	Richland	Retail	10,125	SF
	58	LMF	Walgreens
    House Springs	4535
    Hunter Lane	House
    Springs	MO	63051	Jefferson	Retail	15,050	SF
	59	Barclays	Inner
    Space Storage	502
    Twin Bridges Road	Alexandria	LA	71303	Rapides	Self
    Storage	30,500	SF
	60	LMF	Lamplighter
    MHC	426
    Linda Drive	San
    Marcos	TX	78666	Hays	Manufactured
    Housing	30	Pads



 






    	 	 
3
	 



    


    

BBCMS Mortgage
Trust 2022-C16


MORTGAGE
LOAN SCHEDULE


	 	 	 	 	 	 	105	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sequence
    #	Seller	Property
    Name	Original
    Balance	Current
    Balance	Amortization
    Type	Monthly
    Debt Service	Accrual
    Type	Interest
    Rate (%)	Admin.
    Fee	Net
    Mortgage Interest Rate	Payment
    Date	Maturity/ARD
    Date	Final
    Mat Date
	1	SGFC	Houston
    Multifamily Portfolio	76,000,000	76,000,000.00	Interest
    Only	404,991.16	Actual/360	6.30700%	0.01148%	6.29552%	1	6/1/2032	6/1/2032
	1.01	SGFC	Providence
    at Memorial	22,466,000	22,466,000.00	 	 	 	 	 	 	 	 	 
	1.02	SGFC	Diamond
    Hill	15,312,600	15,312,600.00	 	 	 	 	 	 	 	 	 
	1.03	SGFC	Casa
    Del Mar	14,873,486	14,873,486.00	 	 	 	 	 	 	 	 	 
	1.04	SGFC	Sedona
    Pointe	13,446,669	13,446,669.00	 	 	 	 	 	 	 	 	 
	1.05	SGFC	Buena
    Vista	9,901,245	9,901,245.00	 	 	 	 	 	 	 	 	 
	2	SMC	Yorkshire
    & Lexington Towers	65,000,000	65,000,000.00	Interest
    Only	166,953.70	Actual/360	3.04000%	0.01148%	3.02852%	6	6/6/2027	6/6/2027
	2.01	SMC	Yorkshire
    Towers	55,938,155	55,938,155.18	 	 	 	 	 	 	 	 	 
	2.02	SMC	Lexington
    Towers	9,061,845	9,061,844.82	 	 	 	 	 	 	 	 	 
	3	Barclays	1888
    Century Park East	65,000,000	65,000,000.00	Interest
    Only	145,013.57	Actual/360	2.64050%	0.01148%	2.62902%	6	12/6/2031	12/6/2031
	4	UBS
    AG	3075
    Olcott	65,000,000	65,000,000.00	Interest
    Only	280,086.81	Actual/360	5.10000%	0.01148%	5.08852%	6	4/6/2032	4/6/2032
	5	Natixis	70
    Hudson Street	48,000,000	48,000,000.00	 Interest
    Only 	129,453.33	Actual/360	3.19200%	0.01148%	3.18052%	8	3/8/2027	3/8/2027
	6	Barclays	ExchangeRight
    Net Leased Portfolio #55	41,560,000	41,560,000.00	Interest
    Only	160,823.73	Actual/360	4.58000%	0.01148%	4.56852%	1	5/1/2032	5/1/2032
	6.01	Barclays	Walmart
    Neighborhood Market - Prairieville (Airline), LA	3,970,000	3,970,000.00	 	 	 	 	 	 	 	 	 
	6.02	Barclays	Pick
    N Save - Sun Prairie (Main), WI	3,854,000	3,854,000.00	 	 	 	 	 	 	 	 	 
	6.03	Barclays	Schnucks
    - Love's Park (Harlem), IL	3,672,000	3,672,000.00	 	 	 	 	 	 	 	 	 
	6.04	Barclays	Walmart
    Neighborhood Market - Thibodaux (Main), LA	3,562,000	3,562,000.00	 	 	 	 	 	 	 	 	 
	6.05	Barclays	Walmart
    Neighborhood Market - Houma (Park), LA	3,466,400	3,466,400.00	 	 	 	 	 	 	 	 	 
	6.06	Barclays	Publix
    - Decatur (Point), AL	2,426,000	2,426,000.00	 	 	 	 	 	 	 	 	 
	6.07	Barclays	PNC
    Bank - Clarendon Hills (Holmes), IL	2,089,600	2,089,600.00	 	 	 	 	 	 	 	 	 
	6.08	Barclays	Walmart
    Neighborhood Market - New Iberia (Parkview), LA	1,972,000	1,972,000.00	 	 	 	 	 	 	 	 	 
	6.09	Barclays	Walmart
    Neighborhood Market - Opelousas (Union), LA	1,798,000	1,798,000.00	 	 	 	 	 	 	 	 	 
	6.10	Barclays	Walmart
    Neighborhood Market - Meraux (Archbishop), LA	1,756,000	1,756,000.00	 	 	 	 	 	 	 	 	 
	6.11	Barclays	CVS
    Pharmacy - Auburn (Opelika), AL	1,504,000	1,504,000.00	 	 	 	 	 	 	 	 	 
	6.12	Barclays	Huntington
    Bank- Clarksburg (Pike), WV	1,027,600	1,027,600.00	 	 	 	 	 	 	 	 	 
	6.13	Barclays	CVS
    Pharmacy - Grand Rapids (Fuller), MI	836,000	836,000.00	 	 	 	 	 	 	 	 	 
	6.14	Barclays	O'Reilly
    Auto Parts - Madison (Commerce), WI	729,200	729,200.00	 	 	 	 	 	 	 	 	 
	6.15	Barclays	U.S.
    Bank - Northlake (North), IL	692,000	692,000.00	 	 	 	 	 	 	 	 	 
	6.16	Barclays	CVS
    - Tullahoma (Jackson), TN	660,800	660,800.00	 	 	 	 	 	 	 	 	 
	6.17	Barclays	7-Eleven-
    La Grange (Ogden), IL	617,600	617,600.00	 	 	 	 	 	 	 	 	 
	6.18	Barclays	U.S.
    Bank - Elk Grove Village (Devon), IL	585,200	585,200.00	 	 	 	 	 	 	 	 	 
	6.19	Barclays	Sherwin
    Williams - Marysville (Fifth), OH	556,000	556,000.00	 	 	 	 	 	 	 	 	 
	6.20	Barclays	O'Reilly
    - Owensboro (Bold Forbes), KY	551,600	551,600.00	 	 	 	 	 	 	 	 	 
	6.21	Barclays	PNC
    Bank - Aurora (Galena), IL	537,600	537,600.00	 	 	 	 	 	 	 	 	 
	6.22	Barclays	NAPA
    Auto Parts - Downers Grove (Ogden), IL	502,800	502,800.00	 	 	 	 	 	 	 	 	 
	6.23	Barclays	Family
    Dollar - Cuyahoga Falls (Bailey), OH	473,200	473,200.00	 	 	 	 	 	 	 	 	 
	6.24	Barclays	Dollar
    General - Lewiston (Sabattus), ME	436,800	436,800.00	 	 	 	 	 	 	 	 	 
	6.25	Barclays	U.S.
    Bank - Niles (Dempster), IL	414,800	414,800.00	 	 	 	 	 	 	 	 	 
	6.26	Barclays	Dollar
    Tree - Des Plaines (Rand), IL	404,400	404,400.00	 	 	 	 	 	 	 	 	 
	6.27	Barclays	Dollar
    General - Odessa (University), TX	365,200	365,200.00	 	 	 	 	 	 	 	 	 
	6.28	Barclays	Dollar
    General - Weber City, (Hwy 23), VA	364,400	364,400.00	 	 	 	 	 	 	 	 	 
	6.29	Barclays	Dollar
    General- Springtown (Highway), TX	327,600	327,600.00	 	 	 	 	 	 	 	 	 
	6.30	Barclays	Sherwin
    Williams - Champaign (Marketview), IL	320,800	320,800.00	 	 	 	 	 	 	 	 	 
	6.31	Barclays	Dollar
    General - Holly (Saginaw), MI	289,600	289,600.00	 	 	 	 	 	 	 	 	 
	6.32	Barclays	Dollar
    General - Dyer (Sheffield), IN	284,400	284,400.00	 	 	 	 	 	 	 	 	 
	6.33	Barclays	Dollar
    General - Lubbock (University), TX	281,600	281,600.00	 	 	 	 	 	 	 	 	 
	6.34	Barclays	Citizens
    Bank - Wilmington (Marsh), DE	230,800	230,800.00	 	 	 	 	 	 	 	 	 
	7	Barclays	Bell
    Works	40,000,000	40,000,000.00	Interest
    Only	172,699.07	Actual/360	5.11000%	0.01148%	5.09852%	6	5/6/2032	5/6/2032
	8	UBS
    AG	ILPT
    Logistics Portfolio	39,999,999	39,999,999.45	Interest
    Only	130,611.06	Actual/360	3.86466%	0.02398%	3.84068%	6	3/6/2032	3/6/2032
	8.01	UBS
    AG	4000
    Principio Parkway	4,937,143	4,937,142.76	 	 	 	 	 	 	 	 	 
	8.02	UBS
    AG	2020
    Joe B. Jackson Parkway	4,428,000	4,427,999.94	 	 	 	 	 	 	 	 	 
	8.03	UBS
    AG	1901
    Meadowville Technology Parkway	4,286,286	4,286,285.69	 	 	 	 	 	 	 	 	 
	8.04	UBS
    AG	52
    Pettengill Road	4,145,714	4,145,714.19	 	 	 	 	 	 	 	 	 
	8.05	UBS
    AG	510
    John Dodd Road	4,120,000	4,119,999.94	 	 	 	 	 	 	 	 	 
	8.06	UBS
    AG	309
    Dulty's Lane	3,690,286	3,690,285.70	 	 	 	 	 	 	 	 	 
	8.07	UBS
    AG	5300
    Centerpoint Parkway	2,139,429	2,139,428.55	 	 	 	 	 	 	 	 	 
	8.08	UBS
    AG	17001
    West Mercury Street	1,872,000	1,871,999.97	 	 	 	 	 	 	 	 	 
	8.09	UBS
    AG	725
    Darlington Avenue	1,714,286	1,714,285.73	 	 	 	 	 	 	 	 	 
	8.10	UBS
    AG	10100
    89th Avenue N	1,467,429	1,467,428.56	 	 	 	 	 	 	 	 	 
	8.11	UBS
    AG	7303
    Rickenbacker Parkway West	1,240,571	1,240,571.40	 	 	 	 	 	 	 	 	 
	8.12	UBS
    AG	4836
    Hickory Hill Road	1,217,714	1,217,714.23	 	 	 	 	 	 	 	 	 
	8.13	UBS
    AG	7000
    West Post Road	1,129,143	1,129,142.82	 	 	 	 	 	 	 	 	 
	8.14	UBS
    AG	3201
    Bearing Drive	1,106,857	1,106,857.15	 	 	 	 	 	 	 	 	 
	8.15	UBS
    AG	900
    Commerce Parkway West Drive	948,571	948,571.40	 	 	 	 	 	 	 	 	 
	8.16	UBS
    AG	6825
    West County Road 400 North	902,857	902,857.16	 	 	 	 	 	 	 	 	 
	8.17	UBS
    AG	951
    Trails Road	653,714	653,714.24	 	 	 	 	 	 	 	 	 
	9	UBS
    AG	Phoenix
    Industrial Portfolio VIII	35,000,000	35,000,000.00	Interest
    Only, Amortizing Balloon	168,559.03	Actual/360	5.70000%	0.01148%	5.68852%	6	6/6/2032	6/6/2032
	9.01	UBS
    AG	West
    Mifflin, PA	12,280,702	12,280,701.75	 	 	 	 	 	 	 	 	 



 



    	 	 
4
	 



    


    

BBCMS Mortgage
Trust 2022-C16


MORTGAGE
LOAN SCHEDULE



	 	 	 	 	 	 	105	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sequence
    #	Seller	Property
    Name	Original
    Balance	Current
    Balance	Amortization
    Type	Monthly
    Debt Service	Accrual
    Type	Interest
    Rate (%)	Admin.
    Fee	Net
    Mortgage Interest Rate	Payment
    Date	Maturity/ARD
    Date	Final
    Mat Date
	9.02	UBS
    AG	Church
    Hill, TN	9,210,526	9,210,526.32	 	 	 	 	 	 	 	 	 
	9.03	UBS
    AG	Mossville,
    IL	6,309,211	6,309,210.53	 	 	 	 	 	 	 	 	 
	9.04	UBS
    AG	Eldon,
    MO	5,268,421	5,268,421.05	 	 	 	 	 	 	 	 	 
	9.05	UBS
    AG	Kingsport,
    TN	1,931,140	1,931,140.35	 	 	 	 	 	 	 	 	 
	10	SMC	BVG
    Portfolio III	34,000,000	34,000,000.00	Interest
    Only	170,350.23	Actual/360	5.93000%	0.01148%	5.91852%	6	5/6/2032	5/6/2032
	10.01	SMC	Trinidad
    RV & Emerald Forest RV & Campground	8,600,000	8,600,000.00	 	 	 	 	 	 	 	 	 
	10.02	SMC	Hacienda
    RV Resort	6,350,000	6,350,000.00	 	 	 	 	 	 	 	 	 
	10.03	SMC	Gardena
    MHC & Apts	5,300,000	5,300,000.00	 	 	 	 	 	 	 	 	 
	10.04	SMC	Fairmont
    MHC	4,000,000	4,000,000.00	 	 	 	 	 	 	 	 	 
	10.05	SMC	Gansett
    MHC	3,200,000	3,200,000.00	 	 	 	 	 	 	 	 	 
	10.06	SMC	Elsinore
    Hills RV Park	2,900,000	2,900,000.00	 	 	 	 	 	 	 	 	 
	10.07	SMC	Flying
    A MHC	2,150,000	2,150,000.00	 	 	 	 	 	 	 	 	 
	10.08	SMC	Golden
    Arrow MHC	1,500,000	1,500,000.00	 	 	 	 	 	 	 	 	 
	11	Barclays	Perry
    Hall Centre and Perry Hall Square	30,130,000	30,130,000.00	Interest
    Only	132,885.85	Actual/360	5.22000%	0.01148%	5.20852%	6	5/6/2032	5/6/2032
	12	BSPRT	The
    Shoppes at Eagle Point	30,000,000	29,966,540.76	Amortizing
    Balloon	168,459.24	30/360	5.40000%	0.01148%	5.38852%	6	5/6/2032	5/6/2032
	13	BSPRT	Village
    at Mitchell Ranch	28,500,000	28,500,000.00	Interest
    Only - ARD	116,787.33	Actual/360	4.85000%	0.01148%	4.83852%	6	5/6/2032	5/6/2034
	14	Barclays	Twin
    Spans Business Park and Delaware River Industrial Park	28,000,000	28,000,000.00	Interest
    Only	86,337.71	Actual/360	3.64950%	0.01148%	3.63802%	6	2/6/2032	2/6/2032
	14.01	Barclays	350
    Anchor Mill Road	5,224,638	5,224,637.68	 	 	 	 	 	 	 	 	 
	14.02	Barclays	301
    Anchor Mill Road	3,753,623	3,753,623.19	 	 	 	 	 	 	 	 	 
	14.03	Barclays	400
    Ships Landing Way	3,124,638	3,124,637.68	 	 	 	 	 	 	 	 	 
	14.04	Barclays	800
    Ships Landing Way	2,911,594	2,911,594.20	 	 	 	 	 	 	 	 	 
	14.05	Barclays	6
    Dockview	2,617,391	2,617,391.30	 	 	 	 	 	 	 	 	 
	14.06	Barclays	501
    Ships Landing Way	1,947,826	1,947,826.09	 	 	 	 	 	 	 	 	 
	14.07	Barclays	250
    Anchor Mill Road	1,562,319	1,562,318.84	 	 	 	 	 	 	 	 	 
	14.08	Barclays	10
    Dockview Drive	1,298,551	1,298,550.72	 	 	 	 	 	 	 	 	 
	14.09	Barclays	7
    - 23 Harborview Drive	1,166,667	1,166,666.67	 	 	 	 	 	 	 	 	 
	14.10	Barclays	200
    Anchor Mill Road	1,136,232	1,136,231.88	 	 	 	 	 	 	 	 	 
	14.11	Barclays	300
    Anchor Mill Road	1,095,652	1,095,652.17	 	 	 	 	 	 	 	 	 
	14.12	Barclays	27
    - 55 Harborview Drive	1,044,928	1,044,927.54	 	 	 	 	 	 	 	 	 
	14.13	Barclays	100
    Ships Landing	608,696	608,695.65	 	 	 	 	 	 	 	 	 
	14.14	Barclays	600
    Ships Landing Way	507,246	507,246.38	 	 	 	 	 	 	 	 	 
	15	SMC	Stockton
    Self Storage Portfolio	25,000,000	24,974,324.74	Amortizing
    Balloon	136,414.15	Actual/360	5.14400%	0.01148%	5.13252%	6	5/6/2032	5/6/2032
	15.01	SMC	Airport
    Road Self Storage	9,166,667	9,157,252.40	 	 	 	 	 	 	 	 	 
	15.02	SMC	Morada
    Self Storage	4,871,795	4,866,791.49	 	 	 	 	 	 	 	 	 
	15.03	SMC	Highway
    88 Self Storage	3,269,231	3,265,873.24	 	 	 	 	 	 	 	 	 
	15.04	SMC	Beckman
    Road Industrial	3,205,128	3,201,836.51	 	 	 	 	 	 	 	 	 
	15.05	SMC	Highway
    99 Self Storage	2,692,308	2,689,542.66	 	 	 	 	 	 	 	 	 
	15.06	SMC	Eight
    Mile Road Self Storage	1,794,872	1,793,028.44	 	 	 	 	 	 	 	 	 
	16	SMC	Deerfield
    and Courtyard Apartments	24,000,000	23,947,879.08	Amortizing
    Balloon	131,934.91	Actual/360	5.21000%	0.01148%	5.19852%	6	4/6/2032	4/6/2032
	16.01	SMC	Deerfield
    Apartments	12,454,054	12,427,007.52	 	 	 	 	 	 	 	 	 
	16.02	SMC	Courtyard
    Apartments	11,545,946	11,520,871.56	 	 	 	 	 	 	 	 	 
	17	SGFC	ABC
    Mini Storage Portfolio	22,500,000	22,500,000.00	Interest
    Only	90,299.48	Actual/360	4.75000%	0.01148%	4.73852%	1	6/1/2032	6/1/2032
	17.01	SGFC	ABC
    Mini Storage - West	9,261,000	9,261,000.00	 	 	 	 	 	 	 	 	 
	17.02	SGFC	ABC
    Mini Storage - Valley	7,938,000	7,938,000.00	 	 	 	 	 	 	 	 	 
	17.03	SGFC	ABC
    Mini Storage - North	5,301,000	5,301,000.00	 	 	 	 	 	 	 	 	 
	18	LMF	Sawmill
    Plaza	19,500,000	19,482,222.52	Amortizing
    Balloon	112,314.56	Actual/360	5.63000%	0.01148%	5.61852%	6	5/6/2032	5/6/2032
	19	SGFC	4S
    Ranch Village Center	18,500,000	18,452,741.72	Amortizing
    Balloon	92,859.46	Actual/360	4.42000%	0.01148%	4.40852%	1	4/1/2032	4/1/2032
	20	Barclays	The
    Summit	17,000,000	17,000,000.00	Interest
    Only	42,400.83	Actual/360	2.95200%	0.03523%	2.91677%	6	2/6/2029	2/6/2029
	20.01	Barclays	Summit
    1, 2	9,490,857	9,490,857.14	 	 	 	 	 	 	 	 	 
	20.02	Barclays	Summit
    3	7,509,143	7,509,142.86	 	 	 	 	 	 	 	 	 
	21	SGFC	Hamilton
    Commons	17,000,000	17,000,000.00	Interest
    Only	45,962.96	Actual/360	3.20000%	0.01148%	3.18852%	1	3/1/2030	3/1/2030
	22	Barclays	Church
    Ranch Corporate Center	16,510,000	16,510,000.00	Interest
    Only	76,024.35	Actual/360	5.45000%	0.01148%	5.43852%	6	5/6/2032	5/6/2032
	23	Natixis	Oak
    Ridge Office Park	16,200,000	16,032,639.27	 Amortizing
    Balloon 	75,521.98	Actual/360	3.80400%	0.01148%	3.79252%	5	11/5/2031	11/5/2031
	23.01	Natixis	Oak
    Ridge Technical Center	11,792,093	11,670,269.76	 	 	 	 	 	 	 	 	 
	23.02	Natixis	Oak
    Ridge Corporate Center	4,407,907	4,362,369.51	 	 	 	 	 	 	 	 	 
	24	SGFC	Kalamazoo
    Distribution Center	14,800,000	14,800,000.00	Interest
    Only	68,964.28	Actual/360	5.51510%	0.01148%	5.50362%	1	5/1/2032	5/1/2032
	25	Barclays	Corpus
    Christi Portfolio	14,300,000	14,271,119.48	Amortizing
    Balloon	81,643.00	Actual/360	5.55000%	0.01148%	5.53852%	6	4/6/2032	4/6/2032
	25.01	Barclays	The
    Staybridge Suites	7,790,000	7,774,267.19	 	 	 	 	 	 	 	 	 
	25.02	Barclays	The
    Holiday Inn Express & Suites	6,510,000	6,496,852.29	 	 	 	 	 	 	 	 	 
	26	UBS
    AG	Rosedale
    & Soundview	13,500,000	13,500,000.00	Interest
    Only	56,714.16	Actual/360	4.97220%	0.01148%	4.96072%	6	4/6/2032	4/6/2032



 






    	 	 
5
	 



    


    


BBCMS Mortgage
Trust 2022-C16


MORTGAGE
LOAN SCHEDULE



	 	 	 	 	 	 	105	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sequence
    #	Seller	Property
    Name	Original
    Balance	Current
    Balance	Amortization
    Type	Monthly
    Debt Service	Accrual
    Type	Interest
    Rate (%)	Admin.
    Fee	Net
    Mortgage Interest Rate	Payment
    Date	Maturity/ARD
    Date	Final
    Mat Date
	27	Barclays	Panther
    Lake Shopping Center	13,500,000	13,500,000.00	Interest
    Only	61,137.50	Actual/360	5.36000%	0.01148%	5.34852%	6	5/6/2032	5/6/2032
	28	LMF	Biotrial
    Medical Center	13,000,000	13,000,000.00	Interest
    Only	62,607.64	Actual/360	5.70000%	0.01148%	5.68852%	6	5/6/2032	5/6/2032
	29	Barclays	Moonwater
    Office Portfolio	13,000,000	13,000,000.00	Interest
    Only, Amortizing Balloon	46,681.13	Actual/360	4.25000%	0.01148%	4.23852%	6	1/6/2032	1/6/2032
	29.01	Barclays	6543
    Las Vegas Boulevard South	5,113,931	5,113,931.03	 	 	 	 	 	 	 	 	 
	29.02	Barclays	6226
    West Sahara Avenue	3,094,000	3,094,000.00	 	 	 	 	 	 	 	 	 
	29.03	Barclays	10190
    Covington Cross Drive	1,490,517	1,490,517.24	 	 	 	 	 	 	 	 	 
	29.04	Barclays	1450
    Center Crossing Road	1,484,914	1,484,913.79	 	 	 	 	 	 	 	 	 
	29.05	Barclays	6551
    Las Vegas Boulevard South	1,036,638	1,036,637.93	 	 	 	 	 	 	 	 	 
	29.06	Barclays	9901-9921
    Covington Cross Drive	780,000	780,000.00	 	 	 	 	 	 	 	 	 
	30	Barclays	Magnolia
    Square	12,487,000	12,487,000.00	Interest
    Only, Amortizing Balloon	56,075.16	Actual/360	5.31500%	0.01148%	5.30352%	6	5/6/2032	5/6/2032
	31	UBS
    AG	Nona
    Commons	12,000,000	12,000,000.00	Interest
    Only, Amortizing Balloon	41,468.06	Actual/360	4.09000%	0.01148%	4.07852%	6	3/6/2032	3/6/2032
	32	Barclays	Walgreens
    - St Paul	11,200,000	11,200,000.00	Interest
    Only	49,917.13	Actual/360	5.27500%	0.05148%	5.22352%	6	5/6/2032	5/6/2032
	33	SMC	Aragona
    Retail Portfolio	10,650,000	10,650,000.00	Interest
    Only	41,392.01	Actual/360	4.60000%	0.06023%	4.53977%	6	4/6/2032	4/6/2032
	33.01	SMC	Macomb
    Centre Plaza	8,133,791	8,133,791.21	 	 	 	 	 	 	 	 	 
	33.02	SMC	River
    Park Plaza	2,516,209	2,516,208.79	 	 	 	 	 	 	 	 	 
	34	BSPRT	Centennial
    Plaza	10,000,000	10,000,000.00	Interest
    Only, Amortizing Balloon	33,787.85	Actual/360	3.99900%	0.01148%	3.98752%	6	2/6/2032	2/6/2032
	35	SGFC	Great
    American Self Storage	9,600,000	9,600,000.00	Interest
    Only	46,517.22	Actual/360	5.73500%	0.01148%	5.72352%	1	6/1/2032	6/1/2032
	36	Barclays	South
    Valley Center	9,500,000	9,500,000.00	Interest
    Only	41,256.83	Actual/360	5.14000%	0.01148%	5.12852%	6	5/6/2032	5/6/2032
	37	LMF	127
    8th Avenue Leased Fee	9,500,000	9,489,239.69	Amortizing
    Balloon	49,413.44	Actual/360	4.72500%	0.01148%	4.71352%	6	5/6/2032	5/6/2032
	38	SGFC	Go
    Store It Crossville	9,000,000	9,000,000.00	Interest
    Only	37,792.71	Actual/360	4.97000%	0.01148%	4.95852%	1	5/1/2032	5/1/2032
	39	Barclays	965-977
    Frankford Avenue	9,000,000	9,000,000.00	Interest
    Only	38,743.23	Actual/360	5.09500%	0.01148%	5.08352%	6	5/6/2032	5/6/2032
	40	SMC	Home2
    Suites Bedford	9,000,000	8,977,579.96	Amortizing
    Balloon	45,842.64	Actual/360	4.54500%	0.01148%	4.53352%	6	4/6/2032	4/6/2032
	41	BSPRT	Edwards
    Landing Apartments	8,250,000	8,250,000.00	Interest
    Only	37,954.30	Actual/360	5.44500%	0.01148%	5.43352%	6	5/6/2032	5/6/2032
	42	Barclays	Holiday
    Inn Express - Memphis, TN	6,960,000	6,945,373.90	Amortizing
    Balloon	38,930.62	Actual/360	5.36500%	0.01148%	5.35352%	6	4/6/2032	4/6/2032
	43	LMF	Shops
    at The Domain	6,700,000	6,700,000.00	Interest
    Only, Amortizing Balloon	30,342.31	Actual/360	5.36000%	0.01148%	5.34852%	6	4/6/2032	4/6/2032
	44	SMC	275
    Commerce	6,000,000	6,000,000.00	Interest
    Only, Amortizing Balloon	28,084.72	Actual/360	5.54000%	0.01148%	5.52852%	6	5/6/2032	5/6/2032
	45	LMF	CVS
    Pawtucket	5,900,000	5,900,000.00	Interest
    Only - ARD	26,619.65	Actual/360	5.34000%	0.01148%	5.32852%	6	4/6/2032	4/6/2037
	46	SGFC	Candlewood
    Suites Elgin	5,600,000	5,310,688.93	Amortizing
    Balloon	30,305.99	Actual/360	4.24000%	0.01148%	4.22852%	1	3/1/2030	3/1/2030
	47	Barclays	Load
    and Lock Self Storage	5,150,000	5,150,000.00	Interest
    Only	26,586.28	Actual/360	6.11000%	0.01148%	6.09852%	6	5/6/2032	5/6/2032
	48	UBS
    AG	Hartsville
    Crossing	5,000,000	5,000,000.00	Interest
    Only	23,078.65	Actual/360	5.46300%	0.01148%	5.45152%	6	5/6/2032	5/6/2032
	49	LMF	Washington
    MHC Portfolio	5,000,000	5,000,000.00	Interest
    Only	22,939.24	Actual/360	5.43000%	0.01148%	5.41852%	6	5/6/2032	5/6/2032
	50	Barclays	5400-5450
    W. Atlantic Blvd	4,400,000	4,400,000.00	Interest
    Only	18,532.20	Actual/360	4.98500%	0.01148%	4.97352%	6	4/6/2032	4/6/2032
	51	LMF	Walgreens
    McDonough	4,200,000	4,200,000.00	Interest
    Only	18,701.18	Actual/360	5.27000%	0.01148%	5.25852%	6	11/6/2031	11/6/2031
	52	SMC	701
    Van Duzer Street	4,200,000	4,200,000.00	Interest
    Only	16,802.67	Actual/360	4.73500%	0.01148%	4.72352%	6	4/6/2032	4/6/2032
	53	LMF	Marymoor
    Self Storage	4,150,000	4,150,000.00	Interest
    Only	16,865.62	Actual/360	4.81000%	0.01148%	4.79852%	6	5/6/2032	5/6/2032
	54	SMC	28818
    Cinco Ranch	3,850,000	3,850,000.00	Interest
    Only	17,825.86	Actual/360	5.48000%	0.05148%	5.42852%	6	5/6/2032	5/6/2032
	55	SMC	The
    Storage Depot	2,950,000	2,950,000.00	Interest
    Only	15,328.73	Actual/360	6.15000%	0.01148%	6.13852%	6	5/6/2032	5/6/2032
	56	LMF	Walgreens
    Plainfield	2,950,000	2,950,000.00	Interest
    Only	12,562.08	Actual/360	5.04000%	0.01148%	5.02852%	6	5/6/2032	5/6/2032
	57	SMC	CVS
    Fourth Street	2,775,000	2,769,062.09	Amortizing
    Balloon	15,375.26	Actual/360	5.28000%	0.01148%	5.26852%	6	4/6/2032	4/6/2032
	58	LMF	Walgreens
    House Springs	2,400,000	2,400,000.00	Interest
    Only	10,220.00	Actual/360	5.04000%	0.01148%	5.02852%	6	5/6/2032	5/6/2032
	59	Barclays	Inner
    Space Storage	1,300,000	1,300,000.00	Interest
    Only	5,524.85	Actual/360	5.03000%	0.01148%	5.01852%	6	5/6/2032	5/6/2032
	60	LMF	Lamplighter
    MHC	1,200,000	1,200,000.00	Interest
    Only, Amortizing Balloon	5,961.67	Actual/360	5.88000%	0.01148%	5.86852%	6	5/6/2032	5/6/2032



 







    	 	 
6
	 



    


    

BBCMS Mortgage
Trust 2022-C16


MORTGAGE
LOAN SCHEDULE 


	Sequence
    #	Seller	Property
    Name	ARD
    Step Up (%)	Term	Rem.
    Term	Amort.
    Term	Rem.
    Amort.	Crossed
    Loan	Original
    String	Title
    Type
	1	SGFC	Houston
    Multifamily Portfolio	 	120	120	0	0	NAP	L(24),D(92),O(4)	 
	1.01	SGFC	Providence
    at Memorial	 	 	 	 	 	 	 	Fee
	1.02	SGFC	Diamond
    Hill	 	 	 	 	 	 	 	Fee
	1.03	SGFC	Casa
    Del Mar	 	 	 	 	 	 	 	Fee
	1.04	SGFC	Sedona
    Pointe	 	 	 	 	 	 	 	Fee
	1.05	SGFC	Buena
    Vista	 	 	 	 	 	 	 	Fee
	2	SMC	Yorkshire
    & Lexington Towers	 	60	60	0	0	NAP	L(24),D(31),O(5)	 
	2.01	SMC	Yorkshire
    Towers	 	 	 	 	 	 	 	Fee
	2.02	SMC	Lexington
    Towers	 	 	 	 	 	 	 	Fee
	3	Barclays	1888
    Century Park East	 	120	114	0	0	NAP	L(6),YM1(24),DorYM1(84),O(6)	Fee
	4	UBS
    AG	3075
    Olcott	 	120	118	0	0	NAP	L(26),D(87),O(7)	Fee
	5	Natixis	70
    Hudson Street	 	60	57	0	0	NAP	YM1(27),DorYM1(26),O(7)	Fee
	6	Barclays	ExchangeRight
    Net Leased Portfolio #55	 	120	119	0	0	NAP	L(25),D(90),O(5)	 
	6.01	Barclays	Walmart
    Neighborhood Market - Prairieville (Airline), LA	 	 	 	 	 	 	 	Fee
	6.02	Barclays	Pick
    N Save - Sun Prairie (Main), WI	 	 	 	 	 	 	 	Fee
	6.03	Barclays	Schnucks
    - Love's Park (Harlem), IL	 	 	 	 	 	 	 	Fee
	6.04	Barclays	Walmart
    Neighborhood Market - Thibodaux (Main), LA	 	 	 	 	 	 	 	Fee
	6.05	Barclays	Walmart
    Neighborhood Market - Houma (Park), LA	 	 	 	 	 	 	 	Fee
	6.06	Barclays	Publix
    - Decatur (Point), AL	 	 	 	 	 	 	 	Fee
	6.07	Barclays	PNC
    Bank - Clarendon Hills (Holmes), IL	 	 	 	 	 	 	 	Fee
	6.08	Barclays	Walmart
    Neighborhood Market - New Iberia (Parkview), LA	 	 	 	 	 	 	 	Fee
	6.09	Barclays	Walmart
    Neighborhood Market - Opelousas (Union), LA	 	 	 	 	 	 	 	Fee
	6.10	Barclays	Walmart
    Neighborhood Market - Meraux (Archbishop), LA	 	 	 	 	 	 	 	Fee
	6.11	Barclays	CVS
    Pharmacy - Auburn (Opelika), AL	 	 	 	 	 	 	 	Fee
	6.12	Barclays	Huntington
    Bank- Clarksburg (Pike), WV	 	 	 	 	 	 	 	Fee
	6.13	Barclays	CVS
    Pharmacy - Grand Rapids (Fuller), MI	 	 	 	 	 	 	 	Fee
	6.14	Barclays	O'Reilly
    Auto Parts - Madison (Commerce), WI	 	 	 	 	 	 	 	Fee
	6.15	Barclays	U.S.
    Bank - Northlake (North), IL	 	 	 	 	 	 	 	Fee
	6.16	Barclays	CVS
    - Tullahoma (Jackson), TN	 	 	 	 	 	 	 	Fee
	6.17	Barclays	7-Eleven-
    La Grange (Ogden), IL	 	 	 	 	 	 	 	Fee
	6.18	Barclays	U.S.
    Bank - Elk Grove Village (Devon), IL	 	 	 	 	 	 	 	Fee
	6.19	Barclays	Sherwin
    Williams - Marysville (Fifth), OH	 	 	 	 	 	 	 	Fee
	6.20	Barclays	O'Reilly
    - Owensboro (Bold Forbes), KY	 	 	 	 	 	 	 	Fee
	6.21	Barclays	PNC
    Bank - Aurora (Galena), IL	 	 	 	 	 	 	 	Fee
	6.22	Barclays	NAPA
    Auto Parts - Downers Grove (Ogden), IL	 	 	 	 	 	 	 	Fee
	6.23	Barclays	Family
    Dollar - Cuyahoga Falls (Bailey), OH	 	 	 	 	 	 	 	Fee
	6.24	Barclays	Dollar
    General - Lewiston (Sabattus), ME	 	 	 	 	 	 	 	Fee
	6.25	Barclays	U.S.
    Bank - Niles (Dempster), IL	 	 	 	 	 	 	 	Fee
	6.26	Barclays	Dollar
    Tree - Des Plaines (Rand), IL	 	 	 	 	 	 	 	Fee
	6.27	Barclays	Dollar
    General - Odessa (University), TX	 	 	 	 	 	 	 	Fee
	6.28	Barclays	Dollar
    General - Weber City, (Hwy 23), VA	 	 	 	 	 	 	 	Fee
	6.29	Barclays	Dollar
    General- Springtown (Highway), TX	 	 	 	 	 	 	 	Fee
	6.30	Barclays	Sherwin
    Williams - Champaign (Marketview), IL	 	 	 	 	 	 	 	Fee
	6.31	Barclays	Dollar
    General - Holly (Saginaw), MI	 	 	 	 	 	 	 	Fee
	6.32	Barclays	Dollar
    General - Dyer (Sheffield), IN	 	 	 	 	 	 	 	Fee
	6.33	Barclays	Dollar
    General - Lubbock (University), TX	 	 	 	 	 	 	 	Fee
	6.34	Barclays	Citizens
    Bank - Wilmington (Marsh), DE	 	 	 	 	 	 	 	Fee
	7	Barclays	Bell
    Works	 	120	119	0	0	NAP	L(25),D(92),O(3)	Fee
	8	UBS
    AG	ILPT
    Logistics Portfolio	 	120	117	0	0	NAP	YM0.5(113),O(7)	 
	8.01	UBS
    AG	4000
    Principio Parkway	 	 	 	 	 	 	 	Fee
	8.02	UBS
    AG	2020
    Joe B. Jackson Parkway	 	 	 	 	 	 	 	Leasehold
	8.03	UBS
    AG	1901
    Meadowville Technology Parkway	 	 	 	 	 	 	 	Fee
	8.04	UBS
    AG	52
    Pettengill Road	 	 	 	 	 	 	 	Fee
	8.05	UBS
    AG	510
    John Dodd Road	 	 	 	 	 	 	 	Fee
	8.06	UBS
    AG	309
    Dulty's Lane	 	 	 	 	 	 	 	Fee
	8.07	UBS
    AG	5300
    Centerpoint Parkway	 	 	 	 	 	 	 	Fee
	8.08	UBS
    AG	17001
    West Mercury Street	 	 	 	 	 	 	 	Fee
    / Leasehold
	8.09	UBS
    AG	725
    Darlington Avenue	 	 	 	 	 	 	 	Fee
	8.10	UBS
    AG	10100
    89th Avenue N	 	 	 	 	 	 	 	Fee
	8.11	UBS
    AG	7303
    Rickenbacker Parkway West	 	 	 	 	 	 	 	Fee
	8.12	UBS
    AG	4836
    Hickory Hill Road	 	 	 	 	 	 	 	Fee
	8.13	UBS
    AG	7000
    West Post Road	 	 	 	 	 	 	 	Fee
	8.14	UBS
    AG	3201
    Bearing Drive	 	 	 	 	 	 	 	Fee
	8.15	UBS
    AG	900
    Commerce Parkway West Drive	 	 	 	 	 	 	 	Fee
	8.16	UBS
    AG	6825
    West County Road 400 North	 	 	 	 	 	 	 	Fee
	8.17	UBS
    AG	951
    Trails Road	 	 	 	 	 	 	 	Fee
	9	UBS
    AG	Phoenix
    Industrial Portfolio VIII	 	120	120	360	360	NAP	L(24),D(90),O(6)	 
	9.01	UBS
    AG	West
    Mifflin, PA	 	 	 	 	 	 	 	Fee



 






    	 	 
7
	 



    


    

BBCMS Mortgage
Trust 2022-C16


MORTGAGE
LOAN SCHEDULE 


	Sequence
    #	Seller	Property
    Name	ARD
    Step Up (%)	Term	Rem.
    Term	Amort.
    Term	Rem.
    Amort.	Crossed
    Loan	Original
    String	Title
    Type
	9.02	UBS
    AG	Church
    Hill, TN	 	 	 	 	 	 	 	Fee
	9.03	UBS
    AG	Mossville,
    IL	 	 	 	 	 	 	 	Fee
	9.04	UBS
    AG	Eldon,
    MO	 	 	 	 	 	 	 	Fee
	9.05	UBS
    AG	Kingsport,
    TN	 	 	 	 	 	 	 	Fee
	10	SMC	BVG
    Portfolio III	 	120	119	0	0	NAP	L(25),D(91),O(4)	 
	10.01	SMC	Trinidad
    RV & Emerald Forest RV & Campground	 	 	 	 	 	 	 	Fee
	10.02	SMC	Hacienda
    RV Resort	 	 	 	 	 	 	 	Fee
	10.03	SMC	Gardena
    MHC & Apts	 	 	 	 	 	 	 	Fee
	10.04	SMC	Fairmont
    MHC	 	 	 	 	 	 	 	Fee
	10.05	SMC	Gansett
    MHC	 	 	 	 	 	 	 	Fee
	10.06	SMC	Elsinore
    Hills RV Park	 	 	 	 	 	 	 	Fee
	10.07	SMC	Flying
    A MHC	 	 	 	 	 	 	 	Fee
	10.08	SMC	Golden
    Arrow MHC	 	 	 	 	 	 	 	Fee
	11	Barclays	Perry
    Hall Centre and Perry Hall Square	 	120	119	0	0	NAP	L(25),D(92),O(3)	Fee
	12	BSPRT	The
    Shoppes at Eagle Point	 	120	119	360	359	NAP	L(25),D(91),O(4)	Fee
	13	BSPRT	Village
    at Mitchell Ranch	From and after the anticipated repayment date a rate per annum equal to six and eighty-five

                                                                                hundredths percent (6.85%)
	120	119	0	0	NAP	L(25),D(91),O(4)	Fee 
	14	Barclays	Twin
    Spans Business Park and Delaware River Industrial Park	 	120	116	0	0	NAP	L(28),D(88),O(4)	 
	14.01	Barclays	350
    Anchor Mill Road	 	 	 	 	 	 	 	Fee
	14.02	Barclays	301
    Anchor Mill Road	 	 	 	 	 	 	 	Fee
	14.03	Barclays	400
    Ships Landing Way	 	 	 	 	 	 	 	Fee
	14.04	Barclays	800
    Ships Landing Way	 	 	 	 	 	 	 	Fee
	14.05	Barclays	6
    Dockview	 	 	 	 	 	 	 	Fee
	14.06	Barclays	501
    Ships Landing Way	 	 	 	 	 	 	 	Fee
	14.07	Barclays	250
    Anchor Mill Road	 	 	 	 	 	 	 	Fee
	14.08	Barclays	10
    Dockview Drive	 	 	 	 	 	 	 	Fee
	14.09	Barclays	7
    - 23 Harborview Drive	 	 	 	 	 	 	 	Fee
	14.10	Barclays	200
    Anchor Mill Road	 	 	 	 	 	 	 	Fee
	14.11	Barclays	300
    Anchor Mill Road	 	 	 	 	 	 	 	Fee
	14.12	Barclays	27
    - 55 Harborview Drive	 	 	 	 	 	 	 	Fee
	14.13	Barclays	100
    Ships Landing	 	 	 	 	 	 	 	Fee
	14.14	Barclays	600
    Ships Landing Way	 	 	 	 	 	 	 	Fee
	15	SMC	Stockton
    Self Storage Portfolio	 	120	119	360	359	NAP	L(25),D(90),O(5)	 
	15.01	SMC	Airport
    Road Self Storage	 	 	 	 	 	 	 	Fee
	15.02	SMC	Morada
    Self Storage	 	 	 	 	 	 	 	Fee
	15.03	SMC	Highway
    88 Self Storage	 	 	 	 	 	 	 	Fee
	15.04	SMC	Beckman
    Road Industrial	 	 	 	 	 	 	 	Fee
	15.05	SMC	Highway
    99 Self Storage	 	 	 	 	 	 	 	Fee
	15.06	SMC	Eight
    Mile Road Self Storage	 	 	 	 	 	 	 	Fee
	16	SMC	Deerfield
    and Courtyard Apartments	 	120	118	360	358	NAP	L(24),YM1(92),O(4)	 
	16.01	SMC	Deerfield
    Apartments	 	 	 	 	 	 	 	Fee
	16.02	SMC	Courtyard
    Apartments	 	 	 	 	 	 	 	Fee
	17	SGFC	ABC
    Mini Storage Portfolio	 	120	120	0	0	NAP	L(24),D(89),O(7)	 
	17.01	SGFC	ABC
    Mini Storage - West	 	 	 	 	 	 	 	Fee
	17.02	SGFC	ABC
    Mini Storage - Valley	 	 	 	 	 	 	 	Fee
	17.03	SGFC	ABC
    Mini Storage - North	 	 	 	 	 	 	 	Fee
	18	LMF	Sawmill
    Plaza	 	120	119	360	359	NAP	L(25),D(91),O(4)	Fee
	19	SGFC	4S
    Ranch Village Center	 	120	118	360	358	NAP	L(60),YM1(56),O(4)	Fee
	20	Barclays	The
    Summit	 	86	80	0	0	NAP	L(24),YM1(6),DorYM1(49),O(7)	 
	20.01	Barclays	Summit
    1, 2	 	 	 	 	 	 	 	Fee
	20.02	Barclays	Summit
    3	 	 	 	 	 	 	 	Fee
	21	SGFC	Hamilton
    Commons	 	120	93	0	0	NAP	L(51),D(65),O(4)	Fee
	22	Barclays	Church
    Ranch Corporate Center	 	120	119	0	0	NAP	L(25),YM1(91),O(4)	Fee
	23	Natixis	Oak
    Ridge Office Park	 	120	113	360	353	NAP	L(31),D(86),O(3)	 
	23.01	Natixis	Oak
    Ridge Technical Center	 	 	 	 	 	 	 	Fee
	23.02	Natixis	Oak
    Ridge Corporate Center	 	 	 	 	 	 	 	Fee
	24	SGFC	Kalamazoo
    Distribution Center	 	120	119	0	0	NAP	L(25),D(91),O(4)	Fee
	25	Barclays	Corpus
    Christi Portfolio	 	120	118	360	358	NAP	L(26),D(90),O(4)	 
	25.01	Barclays	The
    Staybridge Suites	 	 	 	 	 	 	 	Fee
	25.02	Barclays	The
    Holiday Inn Express & Suites	 	 	 	 	 	 	 	Fee
	26	UBS
    AG	Rosedale
    & Soundview	 	120	118	0	0	NAP	L(26),D(89),O(5)	Fee



 






    	 	 
8
	 



    


    

BBCMS Mortgage
Trust 2022-C16


MORTGAGE
LOAN SCHEDULE 


	Sequence
    #	Seller	Property
    Name	ARD
    Step Up (%)	Term	Rem.
    Term	Amort.
    Term	Rem.
    Amort.	Crossed
    Loan	Original
    String	Title
    Type
	27	Barclays	Panther
    Lake Shopping Center	 	120	119	0	0	NAP	L(24),YM1(92),O(4)	Fee
	28	LMF	Biotrial
    Medical Center	 	120	119	0	0	NAP	L(25),D(91),O(4)	Fee
	29	Barclays	Moonwater
    Office Portfolio	 	120	115	360	360	NAP	L(29),D(86),O(5)	 
	29.01	Barclays	6543
    Las Vegas Boulevard South	 	 	 	 	 	 	 	Fee
	29.02	Barclays	6226
    West Sahara Avenue	 	 	 	 	 	 	 	Fee
	29.03	Barclays	10190
    Covington Cross Drive	 	 	 	 	 	 	 	Fee
	29.04	Barclays	1450
    Center Crossing Road	 	 	 	 	 	 	 	Fee
	29.05	Barclays	6551
    Las Vegas Boulevard South	 	 	 	 	 	 	 	Fee
	29.06	Barclays	9901-9921
    Covington Cross Drive	 	 	 	 	 	 	 	Fee
	30	Barclays	Magnolia
    Square	 	120	119	360	360	NAP	L(25),D(91),O(4)	Fee
	31	UBS
    AG	Nona
    Commons	 	120	117	360	360	NAP	L(27),D(88),O(5)	Fee
	32	Barclays	Walgreens
    - St Paul	 	120	119	0	0	NAP	L(25),D(91),O(4)	Fee
	33	SMC	Aragona
    Retail Portfolio	 	120	118	0	0	NAP	L(26),D(90),O(4)	 
	33.01	SMC	Macomb
    Centre Plaza	 	 	 	 	 	 	 	Fee
	33.02	SMC	River
    Park Plaza	 	 	 	 	 	 	 	Fee
	34	BSPRT	Centennial
    Plaza	 	120	116	360	360	NAP	L(28),D(88),O(4)	Fee
	35	SGFC	Great
    American Self Storage	 	120	120	0	0	NAP	L(60),YM1(56),O(4)	Leasehold
	36	Barclays	South
    Valley Center	 	120	119	0	0	NAP	L(25),D(91),O(4)	Fee
	37	LMF	127
    8th Avenue Leased Fee	 	120	119	360	359	NAP	L(25),D(88),O(7)	Fee
	38	SGFC	Go
    Store It Crossville	 	120	119	0	0	NAP	L(25),D(91),O(4)	Fee
	39	Barclays	965-977
    Frankford Avenue	 	120	119	0	0	NAP	L(25),D(91),O(4)	Fee
	40	SMC	Home2
    Suites Bedford	 	120	118	360	358	NAP	L(26),D(90),O(4)	Fee
	41	BSPRT	Edwards
    Landing Apartments	 	120	119	0	0	NAP	L(25),D(91),O(4)	Fee
	42	Barclays	Holiday
    Inn Express - Memphis, TN	 	120	118	360	358	NAP	L(26),D(90),O(4)	Fee
	43	LMF	Shops
    at The Domain	 	120	118	360	360	NAP	L(26),D(90),O(4)	Fee
	44	SMC	275
    Commerce	 	120	119	360	360	NAP	L(25),D(91),O(4)	Fee
	45	LMF	CVS
    Pawtucket	From and after the anticipated repayment date a rate per annum equal to the greater of a) the ARD

                                                                                Treasury Note Rate plus five percent (5%) and b) the Initial Interest Rate plus five percent (5%)
	120	118	0	0	NAP	L(26),D(90),O(4)	Fee
	46	SGFC	Candlewood
    Suites Elgin	 	120	93	300	273	NAP	L(51),D(65),O(4)	Fee
	47	Barclays	Load
    and Lock Self Storage	 	120	119	0	0	NAP	L(25),D(91),O(4)	Fee
	48	UBS
    AG	Hartsville
    Crossing	 	120	119	0	0	NAP	L(25),D(91),O(4)	Fee
	49	LMF	Washington
    MHC Portfolio	 	120	119	0	0	NAP	L(25),D(91),O(4)	Fee
	50	Barclays	5400-5450
    W. Atlantic Blvd	 	120	118	0	0	NAP	L(26),D(90),O(4)	Fee
	51	LMF	Walgreens
    McDonough	 	114	113	0	0	NAP	L(25),D(85),O(4)	Fee
	52	SMC	701
    Van Duzer Street	 	120	118	0	0	NAP	L(26),D(88),O(6)	Fee
	53	LMF	Marymoor
    Self Storage	 	120	119	0	0	NAP	L(23),YM1(92),O(5)	Fee
	54	SMC	28818
    Cinco Ranch	 	120	119	0	0	NAP	L(25),D(90),O(5)	Fee
	55	SMC	The
    Storage Depot	 	120	119	0	0	NAP	L(25),D(91),O(4)	Fee
	56	LMF	Walgreens
    Plainfield	 	120	119	0	0	NAP	L(25),D(91),O(4)	Fee
	57	SMC	CVS
    Fourth Street	 	120	118	360	358	NAP	L(26),D(90),O(4)	Fee
	58	LMF	Walgreens
    House Springs	 	120	119	0	0	NAP	L(25),D(91),O(4)	Fee
	59	Barclays	Inner
    Space Storage	 	120	119	0	0	NAP	L(25),D(91),O(4)	Fee
	60	LMF	Lamplighter
    MHC	 	120	119	360	360	NAP	L(24),YM1(92),O(4)	Fee



 






    	 	 
9
	 



    


    

BBCMS Mortgage
Trust 2022-C16


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	Insurance
    Escrow Cash or LOC	Counterparty
    of Insurance Escrow LOC	Upfront
    CapEx Reserve	Monthly
    Capex Reserve	CapEx
    Reserve Cap
	1	SGFC	Houston
    Multifamily Portfolio	5	1,296,156	1,146,865	191,144	Cash	 	358,214	179,107	Cash	 	0	43,598	0
	1.01	SGFC	Providence
    at Memorial	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.02	SGFC	Diamond
    Hill	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.03	SGFC	Casa
    Del Mar	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.04	SGFC	Sedona
    Pointe	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.05	SGFC	Buena
    Vista	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	SMC	Yorkshire
    & Lexington Towers	0	0	5,390,917	898,486	Cash	 	367,868	Springing	Cash	 	1,100,000	0	0
	2.01	SMC	Yorkshire
    Towers	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.02	SMC	Lexington
    Towers	 	 	 	 	 	 	 	 	 	 	 	 	 
	3	Barclays	1888
    Century Park East	5	0	0	Springing	 	 	0	Springing	 	 	0	Springing	201,004
	4	UBS
    AG	3075
    Olcott	10	0	116,072	72,545	Cash	 	25,661	9,870	Cash	 	0	Springing	147,964
	5	Natixis	70
    Hudson Street	0	0	263,338	131,669	Cash	 	313,920	26,160	Cash	 	0	5,391	0
	6	Barclays	ExchangeRight
    Net Leased Portfolio #55	5	180,760	387,576	129,192	Cash	 	0	Springing	 	 	0	Springing	0
	6.01	Barclays	Walmart
    Neighborhood Market - Prairieville (Airline), LA	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.02	Barclays	Pick
    N Save - Sun Prairie (Main), WI	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.03	Barclays	Schnucks
    - Love's Park (Harlem), IL	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.04	Barclays	Walmart
    Neighborhood Market - Thibodaux (Main), LA	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.05	Barclays	Walmart
    Neighborhood Market - Houma (Park), LA	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.06	Barclays	Publix
    - Decatur (Point), AL	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.07	Barclays	PNC
    Bank - Clarendon Hills (Holmes), IL	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.08	Barclays	Walmart
    Neighborhood Market - New Iberia (Parkview), LA	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.09	Barclays	Walmart
    Neighborhood Market - Opelousas (Union), LA	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.10	Barclays	Walmart
    Neighborhood Market - Meraux (Archbishop), LA	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.11	Barclays	CVS
    Pharmacy - Auburn (Opelika), AL	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.12	Barclays	Huntington
    Bank- Clarksburg (Pike), WV	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.13	Barclays	CVS
    Pharmacy - Grand Rapids (Fuller), MI	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.14	Barclays	O'Reilly
    Auto Parts - Madison (Commerce), WI	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.15	Barclays	U.S.
    Bank - Northlake (North), IL	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.16	Barclays	CVS
    - Tullahoma (Jackson), TN	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.17	Barclays	7-Eleven-
    La Grange (Ogden), IL	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.18	Barclays	U.S.
    Bank - Elk Grove Village (Devon), IL	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.19	Barclays	Sherwin
    Williams - Marysville (Fifth), OH	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.20	Barclays	O'Reilly
    - Owensboro (Bold Forbes), KY	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.21	Barclays	PNC
    Bank - Aurora (Galena), IL	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.22	Barclays	NAPA
    Auto Parts - Downers Grove (Ogden), IL	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.23	Barclays	Family
    Dollar - Cuyahoga Falls (Bailey), OH	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.24	Barclays	Dollar
    General - Lewiston (Sabattus), ME	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.25	Barclays	U.S.
    Bank - Niles (Dempster), IL	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.26	Barclays	Dollar
    Tree - Des Plaines (Rand), IL	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.27	Barclays	Dollar
    General - Odessa (University), TX	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.28	Barclays	Dollar
    General - Weber City, (Hwy 23), VA	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.29	Barclays	Dollar
    General- Springtown (Highway), TX	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.30	Barclays	Sherwin
    Williams - Champaign (Marketview), IL	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.31	Barclays	Dollar
    General - Holly (Saginaw), MI	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.32	Barclays	Dollar
    General - Dyer (Sheffield), IN	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.33	Barclays	Dollar
    General - Lubbock (University), TX	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.34	Barclays	Citizens
    Bank - Wilmington (Marsh), DE	 	 	 	 	 	 	 	 	 	 	 	 	 
	7	Barclays	Bell
    Works	0	0	617,834	308,917	Cash	 	0	Springing	 	 	0	24,583	0
	8	UBS
    AG	ILPT
    Logistics Portfolio	0	0	0	Springing	 	 	0	Springing	 	 	0	Springing	0
	8.01	UBS
    AG	4000
    Principio Parkway	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.02	UBS
    AG	2020
    Joe B. Jackson Parkway	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.03	UBS
    AG	1901
    Meadowville Technology Parkway	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.04	UBS
    AG	52
    Pettengill Road	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.05	UBS
    AG	510
    John Dodd Road	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.06	UBS
    AG	309
    Dulty's Lane	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.07	UBS
    AG	5300
    Centerpoint Parkway	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.08	UBS
    AG	17001
    West Mercury Street	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.09	UBS
    AG	725
    Darlington Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.10	UBS
    AG	10100
    89th Avenue N	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.11	UBS
    AG	7303
    Rickenbacker Parkway West	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.12	UBS
    AG	4836
    Hickory Hill Road	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.13	UBS
    AG	7000
    West Post Road	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.14	UBS
    AG	3201
    Bearing Drive	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.15	UBS
    AG	900
    Commerce Parkway West Drive	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.16	UBS
    AG	6825
    West County Road 400 North	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.17	UBS
    AG	951
    Trails Road	 	 	 	 	 	 	 	 	 	 	 	 	 
	9	UBS
    AG	Phoenix
    Industrial Portfolio VIII	0	59,444	136,487	35,040	Cash	 	0	Springing	 	 	0	19,408	698,705
	9.01	UBS
    AG	West
    Mifflin, PA	 	 	 	 	 	 	 	 	 	 	 	 	 



 






    	 	 
10
	 



    


    

BBCMS Mortgage
Trust 2022-C16


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	Insurance
    Escrow Cash or LOC	Counterparty
    of Insurance Escrow LOC	Upfront
    CapEx Reserve	Monthly
    Capex Reserve	CapEx
    Reserve Cap
	9.02	UBS
    AG	Church
    Hill, TN	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.03	UBS
    AG	Mossville,
    IL	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.04	UBS
    AG	Eldon,
    MO	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.05	UBS
    AG	Kingsport,
    TN	 	 	 	 	 	 	 	 	 	 	 	 	 
	10	SMC	BVG
    Portfolio III	0	228,188	72,077	29,068	Cash	 	74,820	7,942	Cash	 	0	3,602	0
	10.01	SMC	Trinidad
    RV & Emerald Forest RV & Campground	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.02	SMC	Hacienda
    RV Resort	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.03	SMC	Gardena
    MHC & Apts	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.04	SMC	Fairmont
    MHC	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.05	SMC	Gansett
    MHC	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.06	SMC	Elsinore
    Hills RV Park	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.07	SMC	Flying
    A MHC	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.08	SMC	Golden
    Arrow MHC	 	 	 	 	 	 	 	 	 	 	 	 	 
	11	Barclays	Perry
    Hall Centre and Perry Hall Square	0	240,925	262,177	32,772	Cash	 	0	Springing	 	 	250,000	Springing	105,000
	12	BSPRT	The
    Shoppes at Eagle Point	1
    time 5 day grace	0	0	Springing	 	 	0	Springing	 	 	0	2,851	0
	13	BSPRT	Village
    at Mitchell Ranch	0	0	402,313	67,052	Cash	 	0	12,875	 	 	0	1,834	66,022
	14	Barclays	Twin
    Spans Business Park and Delaware River Industrial Park	0	0	853,045	142,174	Cash	 	0	Springing	 	 	0	Springing	0
	14.01	Barclays	350
    Anchor Mill Road	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.02	Barclays	301
    Anchor Mill Road	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.03	Barclays	400
    Ships Landing Way	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.04	Barclays	800
    Ships Landing Way	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.05	Barclays	6
    Dockview	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.06	Barclays	501
    Ships Landing Way	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.07	Barclays	250
    Anchor Mill Road	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.08	Barclays	10
    Dockview Drive	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.09	Barclays	7
    - 23 Harborview Drive	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.10	Barclays	200
    Anchor Mill Road	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.11	Barclays	300
    Anchor Mill Road	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.12	Barclays	27
    - 55 Harborview Drive	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.13	Barclays	100
    Ships Landing	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.14	Barclays	600
    Ships Landing Way	 	 	 	 	 	 	 	 	 	 	 	 	 
	15	SMC	Stockton
    Self Storage Portfolio	0	0	55,257	27,629	Cash	 	56,532	5,855	Cash	 	0	6,502	0
	15.01	SMC	Airport
    Road Self Storage	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	SMC	Morada
    Self Storage	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.03	SMC	Highway
    88 Self Storage	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.04	SMC	Beckman
    Road Industrial	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.05	SMC	Highway
    99 Self Storage	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.06	SMC	Eight
    Mile Road Self Storage	 	 	 	 	 	 	 	 	 	 	 	 	 
	16	SMC	Deerfield
    and Courtyard Apartments	0	0	148,121	37,030	Cash	 	133,826	19,096	Cash	 	0	9,188	0
	16.01	SMC	Deerfield
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.02	SMC	Courtyard
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 
	17	SGFC	ABC
    Mini Storage Portfolio	0	84,063	39,087	13,029	Cash	 	34,416	3,442	Cash	 	0	0	0
	17.01	SGFC	ABC
    Mini Storage - West	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.02	SGFC	ABC
    Mini Storage - Valley	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.03	SGFC	ABC
    Mini Storage - North	 	 	 	 	 	 	 	 	 	 	 	 	 
	18	LMF	Sawmill
    Plaza	0	161,500	89,953	42,835	Cash	 	8,027	3,822	Cash	 	0	3,083	0
	19	SGFC	4S
    Ranch Village Center	5	0	57,360	19,120	Cash	 	13,313	1,664	Cash	 	1,404	1,404	0
	20	Barclays	The
    Summit	0	0	0	Springing	 	 	0	Springing	 	 	0	Springing	0
	20.01	Barclays	Summit
    1, 2	 	 	 	 	 	 	 	 	 	 	 	 	 
	20.02	Barclays	Summit
    3	 	 	 	 	 	 	 	 	 	 	 	 	 
	21	SGFC	Hamilton
    Commons	5	5,520	273,594	136,797	Cash	 	0	Springing	 	 	0	7,053	0
	22	Barclays	Church
    Ranch Corporate Center	0	153,525	0	37,377	 	 	3,172	3,172	Cash	 	0	6,339	0
	23	Natixis	Oak
    Ridge Office Park	0	106,469	48,457	48,457	Cash	 	29,585	Springing	Cash	 	0	5,834	0
	23.01	Natixis	Oak
    Ridge Technical Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	23.02	Natixis	Oak
    Ridge Corporate Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	24	SGFC	Kalamazoo
    Distribution Center	0	0	72,452	18,113	Cash	 	0	Springing	 	 	0	2,613	0
	25	Barclays	Corpus
    Christi Portfolio	0	35,625	101,644	25,411	Cash	 	9,654	9,654	Cash	 	0	17,670	0
	25.01	Barclays	The
    Staybridge Suites	 	 	 	 	 	 	 	 	 	 	 	 	 
	25.02	Barclays	The
    Holiday Inn Express & Suites	 	 	 	 	 	 	 	 	 	 	 	 	 
	26	UBS
    AG	Rosedale
    & Soundview	0	5,313	173,479	30,978	Cash	 	104,916	Springing	Cash	 	0	788	30,000



 






    	 	 
11
	 



    


    

BBCMS Mortgage
Trust 2022-C16


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	Insurance
    Escrow Cash or LOC	Counterparty
    of Insurance Escrow LOC	Upfront
    CapEx Reserve	Monthly
    Capex Reserve	CapEx
    Reserve Cap
	27	Barclays	Panther
    Lake Shopping Center	0	10,812	39,725	19,863	Cash	 	14,230	2,372	Cash	 	0	1,775	42,609
	28	LMF	Biotrial
    Medical Center	0	0	21,047	20,044	Cash	 	13,049	4,143	Cash	 	0	1,260	0
	29	Barclays	Moonwater
    Office Portfolio	0	30,063	95,265	47,633	Cash	 	24,682	24,682	Cash	 	0	13,231	366,750
	29.01	Barclays	6543
    Las Vegas Boulevard South	 	 	 	 	 	 	 	 	 	 	 	 	 
	29.02	Barclays	6226
    West Sahara Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 
	29.03	Barclays	10190
    Covington Cross Drive	 	 	 	 	 	 	 	 	 	 	 	 	 
	29.04	Barclays	1450
    Center Crossing Road	 	 	 	 	 	 	 	 	 	 	 	 	 
	29.05	Barclays	6551
    Las Vegas Boulevard South	 	 	 	 	 	 	 	 	 	 	 	 	 
	29.06	Barclays	9901-9921
    Covington Cross Drive	 	 	 	 	 	 	 	 	 	 	 	 	 
	30	Barclays	Magnolia
    Square	0	34,844	35,439	7,088	Cash	 	6,533	9,525	Cash	 	0	1,348	0
	31	UBS
    AG	Nona
    Commons	0	0	75,718	15,144	Cash	 	14,412	3,133	Cash	 	0	881	0
	32	Barclays	Walgreens
    - St Paul	0	0	0	Springing	 	 	258	129	Cash	 	0	Springing	0
	33	SMC	Aragona
    Retail Portfolio	0	30,625	48,934	16,311	Cash	 	13,354	1,908	Cash	 	0	1,352	0
	33.01	SMC	Macomb
    Centre Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 
	33.02	SMC	River
    Park Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 
	34	BSPRT	Centennial
    Plaza	0	25,375	118,920	14,865	Cash	 	26,041	2,367	Cash	 	0	1,443	51,955
	35	SGFC	Great
    American Self Storage	0	0	27,137	5,427	Cash	 	8,025	4,012	Cash	 	1,087	1,087	0
	36	Barclays	South
    Valley Center	5	0	58,083	11,617	Cash	 	4,546	1,515	Cash	 	15,000	Springing	15,000
	37	LMF	127
    8th Avenue Leased Fee	0	0	0	Springing	 	 	0	Springing	 	 	0	0	0
	38	SGFC	Go
    Store It Crossville	0	44,280	27,668	3,458	Cash	 	11,115	1,588	Cash	 	100,000	1,446	0
	39	Barclays	965-977
    Frankford Avenue	0	0	1,619	405	Cash	 	20,821	2,082	Cash	 	0	Springing	0
	40	SMC	Home2
    Suites Bedford	0	0	37,763	9,441	Cash	 	59,993	4,295	Cash	 	0	4,539	650,000
	41	BSPRT	Edwards
    Landing Apartments	0	0	43,421	8,684	Cash	 	35,031	4,379	Cash	 	0	1,625	0
	42	Barclays	Holiday
    Inn Express - Memphis, TN	0	0	87,922	10,990	Cash	 	9,129	4,565	Cash	 	0	9,849	0
	43	LMF	Shops
    at The Domain	0	0	59,492	14,165	Cash	 	11,918	1,032	Cash	 	0	169	0
	44	SMC	275
    Commerce	0	11,333	120,872	14,340	Cash	 	10,862	1,358	Cash	 	0	846	0
	45	LMF	CVS
    Pawtucket	0	6,688	0	Springing	 	 	962	83	Cash	 	0	136	0
	46	SGFC	Candlewood
    Suites Elgin	0	0	81,000	10,125	Cash	 	20,759	1,730	Cash	 	0	5,431	0
	47	Barclays	Load
    and Lock Self Storage	0	95,500	0	5,335	 	 	5,051	459	Cash	 	0	713	0
	48	UBS
    AG	Hartsville
    Crossing	0	7,500	39,308	7,019	Cash	 	4,648	1,788	Cash	 	0	858	0
	49	LMF	Washington
    MHC Portfolio	0	15,813	13,145	2,504	Cash	 	3,397	1,618	Cash	 	0	458	0
	50	Barclays	5400-5450
    W. Atlantic Blvd	0	56,250	22,200	11,100	Cash	 	4,445	4,445	Cash	 	0	435	0
	51	LMF	Walgreens
    McDonough	0	0	0	Springing	 	 	997	86	Cash	 	0	Springing	0
	52	SMC	701
    Van Duzer Street	0	4,688	18,197	4,549	Cash	 	1,817	617	Cash	 	0	310	0
	53	LMF	Marymoor
    Self Storage	0	0	19,046	9,070	Cash	 	681	648	Cash	 	0	421	10,102
	54	SMC	28818
    Cinco Ranch	0	0	45,342	9,068	Cash	 	0	Springing	 	 	0	286	0
	55	SMC	The
    Storage Depot	0	0	18,222	3,644	Cash	 	1,918	959	Cash	 	0	443	0
	56	LMF	Walgreens
    Plainfield	0	0	0	Springing	 	 	997	86	Cash	 	0	Springing	0
	57	SMC	CVS
    Fourth Street	0	0	0	Springing	 	 	0	Springing	 	 	0	Springing	0
	58	LMF	Walgreens
    House Springs	0	0	0	Springing	 	 	997	86	Cash	 	0	Springing	0
	59	Barclays	Inner
    Space Storage	0	1,063	6,100	1,017	Cash	 	6,263	569	Cash	 	63,938	254	0
	60	LMF	Lamplighter
    MHC	0	8,500	6,650	1,267	Cash	 	1,698	404	Cash	 	0	125	0



 






    	 	 
12
	 



    


    

BBCMS Mortgage
Trust 2022-C16


MORTGAGE
LOAN SCHEDULE   


	Sequence
    #	Seller	Property
    Name	Capex
    Escrow Cash or LOC	Counterparty
    of Capex Escrow LOC	Upfront
    TI/LC Reserve	Monthly
    TI/LC Reserve	TI/LC
    Reserve Cap	TI/LC
    Reserve Cash or LOC	Counterparty
    of TI/LC Escrow LOC	Upfront
    Debt Service Reserve	Monthly
    Debt Service Reserve	Debt
    Service Reserve Cash or LOC	Counterparty
    of TI/LC Escrow LOC
	1	SGFC	Houston
    Multifamily Portfolio	 	 	0	0	0	 	 	0	0	 	 
	1.01	SGFC	Providence
    at Memorial	 	 	 	 	 	 	 	 	 	 	 
	1.02	SGFC	Diamond
    Hill	 	 	 	 	 	 	 	 	 	 	 
	1.03	SGFC	Casa
    Del Mar	 	 	 	 	 	 	 	 	 	 	 
	1.04	SGFC	Sedona
    Pointe	 	 	 	 	 	 	 	 	 	 	 
	1.05	SGFC	Buena
    Vista	 	 	 	 	 	 	 	 	 	 	 
	2	SMC	Yorkshire
    & Lexington Towers	Cash	 	1,000,000	0	0	Cash	 	0	0	 	 
	2.01	SMC	Yorkshire
    Towers	 	 	 	 	 	 	 	 	 	 	 
	2.02	SMC	Lexington
    Towers	 	 	 	 	 	 	 	 	 	 	 
	3	Barclays	1888
    Century Park East	 	 	7,850,385	Springing	1,507,530	Cash	 	0	0	 	 
	4	UBS
    AG	3075
    Olcott	 	 	0	Springing	1,479,636	 	 	0	0	 	 
	5	Natixis	70
    Hudson Street	 	 	0	0	0	 	 	0	0	 	 
	6	Barclays	ExchangeRight
    Net Leased Portfolio #55	 	 	1,500,000	Springing	0	Cash	 	0	0	 	 
	6.01	Barclays	Walmart
    Neighborhood Market - Prairieville (Airline), LA	 	 	 	 	 	 	 	 	 	 	 
	6.02	Barclays	Pick
    N Save - Sun Prairie (Main), WI	 	 	 	 	 	 	 	 	 	 	 
	6.03	Barclays	Schnucks
    - Love's Park (Harlem), IL	 	 	 	 	 	 	 	 	 	 	 
	6.04	Barclays	Walmart
    Neighborhood Market - Thibodaux (Main), LA	 	 	 	 	 	 	 	 	 	 	 
	6.05	Barclays	Walmart
    Neighborhood Market - Houma (Park), LA	 	 	 	 	 	 	 	 	 	 	 
	6.06	Barclays	Publix
    - Decatur (Point), AL	 	 	 	 	 	 	 	 	 	 	 
	6.07	Barclays	PNC
    Bank - Clarendon Hills (Holmes), IL	 	 	 	 	 	 	 	 	 	 	 
	6.08	Barclays	Walmart
    Neighborhood Market - New Iberia (Parkview), LA	 	 	 	 	 	 	 	 	 	 	 
	6.09	Barclays	Walmart
    Neighborhood Market - Opelousas (Union), LA	 	 	 	 	 	 	 	 	 	 	 
	6.10	Barclays	Walmart
    Neighborhood Market - Meraux (Archbishop), LA	 	 	 	 	 	 	 	 	 	 	 
	6.11	Barclays	CVS
    Pharmacy - Auburn (Opelika), AL	 	 	 	 	 	 	 	 	 	 	 
	6.12	Barclays	Huntington
    Bank- Clarksburg (Pike), WV	 	 	 	 	 	 	 	 	 	 	 
	6.13	Barclays	CVS
    Pharmacy - Grand Rapids (Fuller), MI	 	 	 	 	 	 	 	 	 	 	 
	6.14	Barclays	O'Reilly
    Auto Parts - Madison (Commerce), WI	 	 	 	 	 	 	 	 	 	 	 
	6.15	Barclays	U.S.
    Bank - Northlake (North), IL	 	 	 	 	 	 	 	 	 	 	 
	6.16	Barclays	CVS
    - Tullahoma (Jackson), TN	 	 	 	 	 	 	 	 	 	 	 
	6.17	Barclays	7-Eleven-
    La Grange (Ogden), IL	 	 	 	 	 	 	 	 	 	 	 
	6.18	Barclays	U.S.
    Bank - Elk Grove Village (Devon), IL	 	 	 	 	 	 	 	 	 	 	 
	6.19	Barclays	Sherwin
    Williams - Marysville (Fifth), OH	 	 	 	 	 	 	 	 	 	 	 
	6.20	Barclays	O'Reilly
    - Owensboro (Bold Forbes), KY	 	 	 	 	 	 	 	 	 	 	 
	6.21	Barclays	PNC
    Bank - Aurora (Galena), IL	 	 	 	 	 	 	 	 	 	 	 
	6.22	Barclays	NAPA
    Auto Parts - Downers Grove (Ogden), IL	 	 	 	 	 	 	 	 	 	 	 
	6.23	Barclays	Family
    Dollar - Cuyahoga Falls (Bailey), OH	 	 	 	 	 	 	 	 	 	 	 
	6.24	Barclays	Dollar
    General - Lewiston (Sabattus), ME	 	 	 	 	 	 	 	 	 	 	 
	6.25	Barclays	U.S.
    Bank - Niles (Dempster), IL	 	 	 	 	 	 	 	 	 	 	 
	6.26	Barclays	Dollar
    Tree - Des Plaines (Rand), IL	 	 	 	 	 	 	 	 	 	 	 
	6.27	Barclays	Dollar
    General - Odessa (University), TX	 	 	 	 	 	 	 	 	 	 	 
	6.28	Barclays	Dollar
    General - Weber City, (Hwy 23), VA	 	 	 	 	 	 	 	 	 	 	 
	6.29	Barclays	Dollar
    General- Springtown (Highway), TX	 	 	 	 	 	 	 	 	 	 	 
	6.30	Barclays	Sherwin
    Williams - Champaign (Marketview), IL	 	 	 	 	 	 	 	 	 	 	 
	6.31	Barclays	Dollar
    General - Holly (Saginaw), MI	 	 	 	 	 	 	 	 	 	 	 
	6.32	Barclays	Dollar
    General - Dyer (Sheffield), IN	 	 	 	 	 	 	 	 	 	 	 
	6.33	Barclays	Dollar
    General - Lubbock (University), TX	 	 	 	 	 	 	 	 	 	 	 
	6.34	Barclays	Citizens
    Bank - Wilmington (Marsh), DE	 	 	 	 	 	 	 	 	 	 	 
	7	Barclays	Bell
    Works	 	 	8,500,000	Springing	8,500,000	Cash	 	0	0	 	 
	8	UBS
    AG	ILPT
    Logistics Portfolio	 	 	0	Springing	0	 	 	0	0	 	 
	8.01	UBS
    AG	4000
    Principio Parkway	 	 	 	 	 	 	 	 	 	 	 
	8.02	UBS
    AG	2020
    Joe B. Jackson Parkway	 	 	 	 	 	 	 	 	 	 	 
	8.03	UBS
    AG	1901
    Meadowville Technology Parkway	 	 	 	 	 	 	 	 	 	 	 
	8.04	UBS
    AG	52
    Pettengill Road	 	 	 	 	 	 	 	 	 	 	 
	8.05	UBS
    AG	510
    John Dodd Road	 	 	 	 	 	 	 	 	 	 	 
	8.06	UBS
    AG	309
    Dulty's Lane	 	 	 	 	 	 	 	 	 	 	 
	8.07	UBS
    AG	5300
    Centerpoint Parkway	 	 	 	 	 	 	 	 	 	 	 
	8.08	UBS
    AG	17001
    West Mercury Street	 	 	 	 	 	 	 	 	 	 	 
	8.09	UBS
    AG	725
    Darlington Avenue	 	 	 	 	 	 	 	 	 	 	 
	8.10	UBS
    AG	10100
    89th Avenue N	 	 	 	 	 	 	 	 	 	 	 
	8.11	UBS
    AG	7303
    Rickenbacker Parkway West	 	 	 	 	 	 	 	 	 	 	 
	8.12	UBS
    AG	4836
    Hickory Hill Road	 	 	 	 	 	 	 	 	 	 	 
	8.13	UBS
    AG	7000
    West Post Road	 	 	 	 	 	 	 	 	 	 	 
	8.14	UBS
    AG	3201
    Bearing Drive	 	 	 	 	 	 	 	 	 	 	 
	8.15	UBS
    AG	900
    Commerce Parkway West Drive	 	 	 	 	 	 	 	 	 	 	 
	8.16	UBS
    AG	6825
    West County Road 400 North	 	 	 	 	 	 	 	 	 	 	 
	8.17	UBS
    AG	951
    Trails Road	 	 	 	 	 	 	 	 	 	 	 
	9	UBS
    AG	Phoenix
    Industrial Portfolio VIII	 	 	1,500,000	Springing	1,500,000	Cash	 	0	0	 	 
	9.01	UBS
    AG	West
    Mifflin, PA	 	 	 	 	 	 	 	 	 	 	 



 






    	 	 
13
	 



    


    

BBCMS Mortgage
Trust 2022-C16


MORTGAGE
LOAN SCHEDULE   


	Sequence
    #	Seller	Property
    Name	Capex
    Escrow Cash or LOC	Counterparty
    of Capex Escrow LOC	Upfront
    TI/LC Reserve	Monthly
    TI/LC Reserve	TI/LC
    Reserve Cap	TI/LC
    Reserve Cash or LOC	Counterparty
    of TI/LC Escrow LOC	Upfront
    Debt Service Reserve	Monthly
    Debt Service Reserve	Debt
    Service Reserve Cash or LOC	Counterparty
    of TI/LC Escrow LOC
	9.02	UBS
    AG	Church
    Hill, TN	 	 	 	 	 	 	 	 	 	 	 
	9.03	UBS
    AG	Mossville,
    IL	 	 	 	 	 	 	 	 	 	 	 
	9.04	UBS
    AG	Eldon,
    MO	 	 	 	 	 	 	 	 	 	 	 
	9.05	UBS
    AG	Kingsport,
    TN	 	 	 	 	 	 	 	 	 	 	 
	10	SMC	BVG
    Portfolio III	 	 	0	0	0	 	 	0	0	 	 
	10.01	SMC	Trinidad
    RV & Emerald Forest RV & Campground	 	 	 	 	 	 	 	 	 	 	 
	10.02	SMC	Hacienda
    RV Resort	 	 	 	 	 	 	 	 	 	 	 
	10.03	SMC	Gardena
    MHC & Apts	 	 	 	 	 	 	 	 	 	 	 
	10.04	SMC	Fairmont
    MHC	 	 	 	 	 	 	 	 	 	 	 
	10.05	SMC	Gansett
    MHC	 	 	 	 	 	 	 	 	 	 	 
	10.06	SMC	Elsinore
    Hills RV Park	 	 	 	 	 	 	 	 	 	 	 
	10.07	SMC	Flying
    A MHC	 	 	 	 	 	 	 	 	 	 	 
	10.08	SMC	Golden
    Arrow MHC	 	 	 	 	 	 	 	 	 	 	 
	11	Barclays	Perry
    Hall Centre and Perry Hall Square	Cash	 	881,859	Springing	700,000	Cash	 	0	0	 	 
	12	BSPRT	The
    Shoppes at Eagle Point	 	 	0	15,203	0	 	 	0	0	 	 
	13	BSPRT	Village
    at Mitchell Ranch	 	 	673,421	0	0	Cash	 	0	0	 	 
	14	Barclays	Twin
    Spans Business Park and Delaware River Industrial Park	 	 	0	Springing	0	 	 	0	0	 	 
	14.01	Barclays	350
    Anchor Mill Road	 	 	 	 	 	 	 	 	 	 	 
	14.02	Barclays	301
    Anchor Mill Road	 	 	 	 	 	 	 	 	 	 	 
	14.03	Barclays	400
    Ships Landing Way	 	 	 	 	 	 	 	 	 	 	 
	14.04	Barclays	800
    Ships Landing Way	 	 	 	 	 	 	 	 	 	 	 
	14.05	Barclays	6
    Dockview	 	 	 	 	 	 	 	 	 	 	 
	14.06	Barclays	501
    Ships Landing Way	 	 	 	 	 	 	 	 	 	 	 
	14.07	Barclays	250
    Anchor Mill Road	 	 	 	 	 	 	 	 	 	 	 
	14.08	Barclays	10
    Dockview Drive	 	 	 	 	 	 	 	 	 	 	 
	14.09	Barclays	7
    - 23 Harborview Drive	 	 	 	 	 	 	 	 	 	 	 
	14.10	Barclays	200
    Anchor Mill Road	 	 	 	 	 	 	 	 	 	 	 
	14.11	Barclays	300
    Anchor Mill Road	 	 	 	 	 	 	 	 	 	 	 
	14.12	Barclays	27
    - 55 Harborview Drive	 	 	 	 	 	 	 	 	 	 	 
	14.13	Barclays	100
    Ships Landing	 	 	 	 	 	 	 	 	 	 	 
	14.14	Barclays	600
    Ships Landing Way	 	 	 	 	 	 	 	 	 	 	 
	15	SMC	Stockton
    Self Storage Portfolio	 	 	0	0	0	 	 	0	0	 	 
	15.01	SMC	Airport
    Road Self Storage	 	 	 	 	 	 	 	 	 	 	 
	15.02	SMC	Morada
    Self Storage	 	 	 	 	 	 	 	 	 	 	 
	15.03	SMC	Highway
    88 Self Storage	 	 	 	 	 	 	 	 	 	 	 
	15.04	SMC	Beckman
    Road Industrial	 	 	 	 	 	 	 	 	 	 	 
	15.05	SMC	Highway
    99 Self Storage	 	 	 	 	 	 	 	 	 	 	 
	15.06	SMC	Eight
    Mile Road Self Storage	 	 	 	 	 	 	 	 	 	 	 
	16	SMC	Deerfield
    and Courtyard Apartments	 	 	0	0	0	 	 	0	0	 	 
	16.01	SMC	Deerfield
    Apartments	 	 	 	 	 	 	 	 	 	 	 
	16.02	SMC	Courtyard
    Apartments	 	 	 	 	 	 	 	 	 	 	 
	17	SGFC	ABC
    Mini Storage Portfolio	 	 	0	0	0	 	 	0	0	 	 
	17.01	SGFC	ABC
    Mini Storage - West	 	 	 	 	 	 	 	 	 	 	 
	17.02	SGFC	ABC
    Mini Storage - Valley	 	 	 	 	 	 	 	 	 	 	 
	17.03	SGFC	ABC
    Mini Storage - North	 	 	 	 	 	 	 	 	 	 	 
	18	LMF	Sawmill
    Plaza	 	 	350,000	11,357	600,000	Cash	 	0	0	 	 
	19	SGFC	4S
    Ranch Village Center	Cash	 	4,681	4,681	Various	Cash	 	0	0	 	 
	20	Barclays	The
    Summit	 	 	0	Springing	0	 	 	0	0	 	 
	20.01	Barclays	Summit
    1, 2	 	 	 	 	 	 	 	 	 	 	 
	20.02	Barclays	Summit
    3	 	 	 	 	 	 	 	 	 	 	 
	21	SGFC	Hamilton
    Commons	 	 	0	41,984	1,511,438	 	 	0	0	 	 
	22	Barclays	Church
    Ranch Corporate Center	 	 	610,000	20,000	1,000,000	Cash	 	0	0	 	 
	23	Natixis	Oak
    Ridge Office Park	 	 	1,500,000	37,414	3,000,000	Cash	 	0	0	 	 
	23.01	Natixis	Oak
    Ridge Technical Center	 	 	 	 	 	 	 	 	 	 	 
	23.02	Natixis	Oak
    Ridge Corporate Center	 	 	 	 	 	 	 	 	 	 	 
	24	SGFC	Kalamazoo
    Distribution Center	 	 	0	5,225	195,000	 	 	0	0	 	 
	25	Barclays	Corpus
    Christi Portfolio	 	 	0	0	0	 	 	0	0	 	 
	25.01	Barclays	The
    Staybridge Suites	 	 	 	 	 	 	 	 	 	 	 
	25.02	Barclays	The
    Holiday Inn Express & Suites	 	 	 	 	 	 	 	 	 	 	 
	26	UBS
    AG	Rosedale
    & Soundview	 	 	100,000	0	0	Cash	 	0	0	 	 



 






    	 	 
14
	 



    


    

BBCMS Mortgage
Trust 2022-C16


MORTGAGE
LOAN SCHEDULE   


	Sequence
    #	Seller	Property
    Name	Capex
    Escrow Cash or LOC	Counterparty
    of Capex Escrow LOC	Upfront
    TI/LC Reserve	Monthly
    TI/LC Reserve	TI/LC
    Reserve Cap	TI/LC
    Reserve Cash or LOC	Counterparty
    of TI/LC Escrow LOC	Upfront
    Debt Service Reserve	Monthly
    Debt Service Reserve	Debt
    Service Reserve Cash or LOC	Counterparty
    of TI/LC Escrow LOC
	27	Barclays	Panther
    Lake Shopping Center	 	 	500,000	Springing	500,000	Cash	 	0	0	 	 
	28	LMF	Biotrial
    Medical Center	 	 	0	7,563	0	 	 	0	0	 	 
	29	Barclays	Moonwater
    Office Portfolio	 	 	780,000	76,442	6,100,000	Cash	 	0	0	 	 
	29.01	Barclays	6543
    Las Vegas Boulevard South	 	 	 	 	 	 	 	 	 	 	 
	29.02	Barclays	6226
    West Sahara Avenue	 	 	 	 	 	 	 	 	 	 	 
	29.03	Barclays	10190
    Covington Cross Drive	 	 	 	 	 	 	 	 	 	 	 
	29.04	Barclays	1450
    Center Crossing Road	 	 	 	 	 	 	 	 	 	 	 
	29.05	Barclays	6551
    Las Vegas Boulevard South	 	 	 	 	 	 	 	 	 	 	 
	29.06	Barclays	9901-9921
    Covington Cross Drive	 	 	 	 	 	 	 	 	 	 	 
	30	Barclays	Magnolia
    Square	 	 	538,000	Springing	538,000	Cash	 	0	0	 	 
	31	UBS
    AG	Nona
    Commons	 	 	200,000	Springing	200,000	Cash	 	0	0	 	 
	32	Barclays	Walgreens
    - St Paul	 	 	0	Springing	0	 	 	0	0	 	 
	33	SMC	Aragona
    Retail Portfolio	 	 	300,000	7,871	500,000	Cash	 	0	0	 	 
	33.01	SMC	Macomb
    Centre Plaza	 	 	 	 	 	 	 	 	 	 	 
	33.02	SMC	River
    Park Plaza	 	 	 	 	 	 	 	 	 	 	 
	34	BSPRT	Centennial
    Plaza	 	 	250,000	4,811	450,000	Cash	 	0	0	 	 
	35	SGFC	Great
    American Self Storage	Cash	 	0	0	0	 	 	0	0	 	 
	36	Barclays	South
    Valley Center	Cash	 	160,000	Springing	160,000	Cash	 	0	0	 	 
	37	LMF	127
    8th Avenue Leased Fee	 	 	0	0	0	 	 	0	0	 	 
	38	SGFC	Go
    Store It Crossville	Cash	 	0	0	0	 	 	0	0	 	 
	39	Barclays	965-977
    Frankford Avenue	 	 	0	326	0	 	 	0	0	 	 
	40	SMC	Home2
    Suites Bedford	 	 	0	0	0	 	 	0	0	 	 
	41	BSPRT	Edwards
    Landing Apartments	 	 	0	0	0	 	 	0	0	 	 
	42	Barclays	Holiday
    Inn Express - Memphis, TN	 	 	0	0	0	 	 	0	0	 	 
	43	LMF	Shops
    at The Domain	 	 	100,000	1,360	0	Cash	 	0	0	 	 
	44	SMC	275
    Commerce	 	 	300,000	4,243	0	Cash	 	0	0	 	 
	45	LMF	CVS
    Pawtucket	 	 	0	0	0	 	 	0	0	 	 
	46	SGFC	Candlewood
    Suites Elgin	 	 	0	0	0	 	 	0	0	 	 
	47	Barclays	Load
    and Lock Self Storage	 	 	0	0	0	 	 	0	0	 	 
	48	UBS
    AG	Hartsville
    Crossing	 	 	200,000	4,290	200,000	Cash	 	0	0	 	 
	49	LMF	Washington
    MHC Portfolio	 	 	0	0	0	 	 	0	0	 	 
	50	Barclays	5400-5450
    W. Atlantic Blvd	 	 	0	2,169	175,000	 	 	0	0	 	 
	51	LMF	Walgreens
    McDonough	 	 	0	0	0	 	 	0	0	 	 
	52	SMC	701
    Van Duzer Street	 	 	0	542	0	 	 	0	0	 	 
	53	LMF	Marymoor
    Self Storage	 	 	0	0	0	 	 	0	0	 	 
	54	SMC	28818
    Cinco Ranch	 	 	0	2,083	125,000	 	 	0	0	 	 
	55	SMC	The
    Storage Depot	 	 	0	0	0	 	 	0	0	 	 
	56	LMF	Walgreens
    Plainfield	 	 	0	0	0	 	 	0	0	 	 
	57	SMC	CVS
    Fourth Street	 	 	0	0	0	 	 	0	0	 	 
	58	LMF	Walgreens
    House Springs	 	 	0	0	0	 	 	0	0	 	 
	59	Barclays	Inner
    Space Storage	Cash	 	0	0	0	 	 	0	0	 	 
	60	LMF	Lamplighter
    MHC	 	 	0	0	0	 	 	0	0	 	 



 






    	 	 
15
	 



    


    

BBCMS Mortgage
Trust 2022-C16


MORTGAGE LOAN SCHEDULE


	Sequence
    #	Seller	Property
    Name	Upfront
    Other Description	Upfront
    Other Reserve
	1	SGFC	Houston
    Multifamily Portfolio	 	0
	1.01	SGFC	Providence
    at Memorial	 	 
	1.02	SGFC	Diamond
    Hill	 	 
	1.03	SGFC	Casa
    Del Mar	 	 
	1.04	SGFC	Sedona
    Pointe	 	 
	1.05	SGFC	Buena
    Vista	 	 
	2	SMC	Yorkshire
    & Lexington Towers	Unit
    Upgrade Reserve (Upfront: $6,500,000); Supplemental Income Reserve (Upfront: $5,900,000; Monthly: Springing)	12,400,000
	2.01	SMC	Yorkshire
    Towers	 	 
	2.02	SMC	Lexington
    Towers	 	 
	3	Barclays	1888
    Century Park East	 	0
	4	UBS
    AG	3075
    Olcott	TATILC Reserve (Upfront: $23,983,292), Outstanding Completion Obligations Reserve (Upfront: $20,083,016), Rent Concession Reserve (Upfront:

                                                                                $10,469,403)
	54,535,711
	5	Natixis	70
    Hudson Street	Rent
    Abatement Reserve ($200,000.00), Maman Reserve ($106,421.76)	306,422
	6	Barclays	ExchangeRight
    Net Leased Portfolio #55	Unfunded
    Obligations Reserve	200,000
	6.01	Barclays	Walmart
    Neighborhood Market - Prairieville (Airline), LA	 	 
	6.02	Barclays	Pick
    N Save - Sun Prairie (Main), WI	 	 
	6.03	Barclays	Schnucks
    - Love's Park (Harlem), IL	 	 
	6.04	Barclays	Walmart
    Neighborhood Market - Thibodaux (Main), LA	 	 
	6.05	Barclays	Walmart
    Neighborhood Market - Houma (Park), LA	 	 
	6.06	Barclays	Publix
    - Decatur (Point), AL	 	 
	6.07	Barclays	PNC
    Bank - Clarendon Hills (Holmes), IL	 	 
	6.08	Barclays	Walmart
    Neighborhood Market - New Iberia (Parkview), LA	 	 
	6.09	Barclays	Walmart
    Neighborhood Market - Opelousas (Union), LA	 	 
	6.10	Barclays	Walmart
    Neighborhood Market - Meraux (Archbishop), LA	 	 
	6.11	Barclays	CVS
    Pharmacy - Auburn (Opelika), AL	 	 
	6.12	Barclays	Huntington
    Bank- Clarksburg (Pike), WV	 	 
	6.13	Barclays	CVS
    Pharmacy - Grand Rapids (Fuller), MI	 	 
	6.14	Barclays	O'Reilly
    Auto Parts - Madison (Commerce), WI	 	 
	6.15	Barclays	U.S.
    Bank - Northlake (North), IL	 	 
	6.16	Barclays	CVS
    - Tullahoma (Jackson), TN	 	 
	6.17	Barclays	7-Eleven-
    La Grange (Ogden), IL	 	 
	6.18	Barclays	U.S.
    Bank - Elk Grove Village (Devon), IL	 	 
	6.19	Barclays	Sherwin
    Williams - Marysville (Fifth), OH	 	 
	6.20	Barclays	O'Reilly
    - Owensboro (Bold Forbes), KY	 	 
	6.21	Barclays	PNC
    Bank - Aurora (Galena), IL	 	 
	6.22	Barclays	NAPA
    Auto Parts - Downers Grove (Ogden), IL	 	 
	6.23	Barclays	Family
    Dollar - Cuyahoga Falls (Bailey), OH	 	 
	6.24	Barclays	Dollar
    General - Lewiston (Sabattus), ME	 	 
	6.25	Barclays	U.S.
    Bank - Niles (Dempster), IL	 	 
	6.26	Barclays	Dollar
    Tree - Des Plaines (Rand), IL	 	 
	6.27	Barclays	Dollar
    General - Odessa (University), TX	 	 
	6.28	Barclays	Dollar
    General - Weber City, (Hwy 23), VA	 	 
	6.29	Barclays	Dollar
    General- Springtown (Highway), TX	 	 
	6.30	Barclays	Sherwin
    Williams - Champaign (Marketview), IL	 	 
	6.31	Barclays	Dollar
    General - Holly (Saginaw), MI	 	 
	6.32	Barclays	Dollar
    General - Dyer (Sheffield), IN	 	 
	6.33	Barclays	Dollar
    General - Lubbock (University), TX	 	 
	6.34	Barclays	Citizens
    Bank - Wilmington (Marsh), DE	 	 
	7	Barclays	Bell
    Works	Outstanding
    Obligations Reserve (Upfront: $6,778,984), Put Price Reserve (Monthly: Springing)	6,778,984
	8	UBS
    AG	ILPT
    Logistics Portfolio	Unfunded
    Obligations Reserve	1,758,645
	8.01	UBS
    AG	4000
    Principio Parkway	 	 
	8.02	UBS
    AG	2020
    Joe B. Jackson Parkway	 	 
	8.03	UBS
    AG	1901
    Meadowville Technology Parkway	 	 
	8.04	UBS
    AG	52
    Pettengill Road	 	 
	8.05	UBS
    AG	510
    John Dodd Road	 	 
	8.06	UBS
    AG	309
    Dulty's Lane	 	 
	8.07	UBS
    AG	5300
    Centerpoint Parkway	 	 
	8.08	UBS
    AG	17001
    West Mercury Street	 	 
	8.09	UBS
    AG	725
    Darlington Avenue	 	 
	8.10	UBS
    AG	10100
    89th Avenue N	 	 
	8.11	UBS
    AG	7303
    Rickenbacker Parkway West	 	 
	8.12	UBS
    AG	4836
    Hickory Hill Road	 	 
	8.13	UBS
    AG	7000
    West Post Road	 	 
	8.14	UBS
    AG	3201
    Bearing Drive	 	 
	8.15	UBS
    AG	900
    Commerce Parkway West Drive	 	 
	8.16	UBS
    AG	6825
    West County Road 400 North	 	 
	8.17	UBS
    AG	951
    Trails Road	 	 
	9	UBS
    AG	Phoenix
    Industrial Portfolio VIII	Unfunded
    Obligations Reserve	8,870
	9.01	UBS
    AG	West
    Mifflin, PA	 	 



 






    	 	 
16
	 



    


    

BBCMS Mortgage
Trust 2022-C16


MORTGAGE
LOAN SCHEDULE


	Sequence
    #	Seller	Property
    Name	Upfront
    Other Description	Upfront
    Other Reserve
	9.02	UBS
    AG	Church
    Hill, TN	 	 
	9.03	UBS
    AG	Mossville,
    IL	 	 
	9.04	UBS
    AG	Eldon,
    MO	 	 
	9.05	UBS
    AG	Kingsport,
    TN	 	 
	10	SMC	BVG
    Portfolio III	Economic
    Performance Reserve	1,000,000
	10.01	SMC	Trinidad
    RV & Emerald Forest RV & Campground	 	 
	10.02	SMC	Hacienda
    RV Resort	 	 
	10.03	SMC	Gardena
    MHC & Apts	 	 
	10.04	SMC	Fairmont
    MHC	 	 
	10.05	SMC	Gansett
    MHC	 	 
	10.06	SMC	Elsinore
    Hills RV Park	 	 
	10.07	SMC	Flying
    A MHC	 	 
	10.08	SMC	Golden
    Arrow MHC	 	 
	11	Barclays	Perry
    Hall Centre and Perry Hall Square	Almost Home Care Expansion Reserve (Upfront: $1,986,871.73), Almost Home Care Rent Reserve (Upfront: $132,017.70), Kid to Kid Rent

                                                                                Reserve (Upfront: $105,259), Existing TI/LC Obligations Reserve (Upfront: $63,553.36), Zips Dry Cleaning Free Rent Reserve (Upfront:

                                                                                $56,591.66), I Heart Mac & Cheese Free Rent and Gap Rent Reserve (Upfront: $13,575.51), Levin Eye Care Free Rent Reserve (Upfront: $3,570),

                                                                                Springing Specified Tenant Renewal Reserve (Monthly: Springing)
	2,361,439
	12	BSPRT	The
    Shoppes at Eagle Point	 	0
	13	BSPRT	Village
    at Mitchell Ranch	 	0
	14	Barclays	Twin
    Spans Business Park and Delaware River Industrial Park	Outstanding
    TI Reserve	139,982
	14.01	Barclays	350
    Anchor Mill Road	 	 
	14.02	Barclays	301
    Anchor Mill Road	 	 
	14.03	Barclays	400
    Ships Landing Way	 	 
	14.04	Barclays	800
    Ships Landing Way	 	 
	14.05	Barclays	6
    Dockview	 	 
	14.06	Barclays	501
    Ships Landing Way	 	 
	14.07	Barclays	250
    Anchor Mill Road	 	 
	14.08	Barclays	10
    Dockview Drive	 	 
	14.09	Barclays	7
    - 23 Harborview Drive	 	 
	14.10	Barclays	200
    Anchor Mill Road	 	 
	14.11	Barclays	300
    Anchor Mill Road	 	 
	14.12	Barclays	27
    - 55 Harborview Drive	 	 
	14.13	Barclays	100
    Ships Landing	 	 
	14.14	Barclays	600
    Ships Landing Way	 	 
	15	SMC	Stockton
    Self Storage Portfolio	 	0
	15.01	SMC	Airport
    Road Self Storage	 	 
	15.02	SMC	Morada
    Self Storage	 	 
	15.03	SMC	Highway
    88 Self Storage	 	 
	15.04	SMC	Beckman
    Road Industrial	 	 
	15.05	SMC	Highway
    99 Self Storage	 	 
	15.06	SMC	Eight
    Mile Road Self Storage	 	 
	16	SMC	Deerfield
    and Courtyard Apartments	Economic
    Reserve	3,000,000
	16.01	SMC	Deerfield
    Apartments	 	 
	16.02	SMC	Courtyard
    Apartments	 	 
	17	SGFC	ABC
    Mini Storage Portfolio	 	0
	17.01	SGFC	ABC
    Mini Storage - West	 	 
	17.02	SGFC	ABC
    Mini Storage - Valley	 	 
	17.03	SGFC	ABC
    Mini Storage - North	 	 
	18	LMF	Sawmill
    Plaza	 	0
	19	SGFC	4S
    Ranch Village Center	 	0
	20	Barclays	The
    Summit	Outstanding
    TI/LC Reserves ($6,942,143); Gap/Free Rent Account ($2,958,400)	9,900,543
	20.01	Barclays	Summit
    1, 2	 	 
	20.02	Barclays	Summit
    3	 	 
	21	SGFC	Hamilton
    Commons	Enhanced
    Reserve	500,000
	22	Barclays	Church
    Ranch Corporate Center	Denver
    Children's Free Rent Reserve	62,670
	23	Natixis	Oak
    Ridge Office Park	 	0
	23.01	Natixis	Oak
    Ridge Technical Center	 	 
	23.02	Natixis	Oak
    Ridge Corporate Center	 	 
	24	SGFC	Kalamazoo
    Distribution Center	Outstanding
    TI/LC Reserve (Upfront: $1,100,000), Special Rollover Reserve (Monthly: Springing; Cap: Various)	1,100,000
	25	Barclays	Corpus
    Christi Portfolio	PIP
    Reserve	1,973,500
	25.01	Barclays	The
    Staybridge Suites	 	 
	25.02	Barclays	The
    Holiday Inn Express & Suites	 	 
	26	UBS
    AG	Rosedale
    & Soundview	Material
    Tenant Rollover Reserve (Monthly: Springing; Cap: Various); Rent Concession Reserve (Monthly: Springing)	0



 






    	 	 
17
	 



    


    

BBCMS Mortgage
Trust 2022-C16


MORTGAGE
LOAN SCHEDULE


	Sequence
    #	Seller	Property
    Name	Upfront
    Other Description	Upfront
    Other Reserve
	27	Barclays	Panther
    Lake Shopping Center	24
    Hour Fitness Rollover Reserve (Monthly: Springing); KeyBank Rollover Reserve (Monthly: Springing); Low DSCR Reserve (Monthly: Springing)	0
	28	LMF	Biotrial
    Medical Center	 	0
	29	Barclays	Moonwater
    Office Portfolio	Unfunded
    Obligations Reserve	1,884,865
	29.01	Barclays	6543
    Las Vegas Boulevard South	 	 
	29.02	Barclays	6226
    West Sahara Avenue	 	 
	29.03	Barclays	10190
    Covington Cross Drive	 	 
	29.04	Barclays	1450
    Center Crossing Road	 	 
	29.05	Barclays	6551
    Las Vegas Boulevard South	 	 
	29.06	Barclays	9901-9921
    Covington Cross Drive	 	 
	30	Barclays	Magnolia
    Square	Outstanding
    TI Reserve	456,725
	31	UBS
    AG	Nona
    Commons	Material
    Tenant Rollover Reserve	0
	32	Barclays	Walgreens
    - St Paul	Anchor
    Tenant Reserve	0
	33	SMC	Aragona
    Retail Portfolio	Rent
    Gap Reserve ($23,632); Outstanding TI Reserve ($20,000)	43,632
	33.01	SMC	Macomb
    Centre Plaza	 	 
	33.02	SMC	River
    Park Plaza	 	 
	34	BSPRT	Centennial
    Plaza	 	0
	35	SGFC	Great
    American Self Storage	 	0
	36	Barclays	South
    Valley Center	Outstanding
    Tenant Concession Reserve (Upfront: $30,798), Critical Tenant Reserve (Monthly: Springing)	30,798
	37	LMF	127
    8th Avenue Leased Fee	 	0
	38	SGFC	Go
    Store It Crossville	Leasing
    Office Reserve	75,000
	39	Barclays	965-977
    Frankford Avenue	Outstanding
    Tenant Obligations	17,945
	40	SMC	Home2
    Suites Bedford	 	0
	41	BSPRT	Edwards
    Landing Apartments	 	0
	42	Barclays	Holiday
    Inn Express - Memphis, TN	PIP
    Reserve Fund	155,106
	43	LMF	Shops
    at The Domain	Mattress Firm Reconciliation Reserve (Upfront: $32,362.74), Swish Dental Rollover Fund (Monthly: Springing; Cap: $60,000), Sleep Number

                                                                                Rollover Fund (Monthly: Springing; Cap: $60,000), Mattress Firm Rollover Fund (Monthly: Springing; Cap: $60,000)
	32,363
	44	SMC	275
    Commerce	Tenant
    Earnout Reserve ($775,000); Outstanding TI/LC Reserve ($469,731.64); Free Rent Reserve ($62,070)	1,306,802
	45	LMF	CVS
    Pawtucket	 	0
	46	SGFC	Candlewood
    Suites Elgin	PIP
    Reserve	770,000
	47	Barclays	Load
    and Lock Self Storage	 	0
	48	UBS
    AG	Hartsville
    Crossing	 	0
	49	LMF	Washington
    MHC Portfolio	 	0
	50	Barclays	5400-5450
    W. Atlantic Blvd	Free
    Rent Reserve	4,890
	51	LMF	Walgreens
    McDonough	 	0
	52	SMC	701
    Van Duzer Street	 	0
	53	LMF	Marymoor
    Self Storage	 	0
	54	SMC	28818
    Cinco Ranch	Serasana
    CAM Reserve	15,000
	55	SMC	The
    Storage Depot	 	0
	56	LMF	Walgreens
    Plainfield	 	0
	57	SMC	CVS
    Fourth Street	 	0
	58	LMF	Walgreens
    House Springs	 	0
	59	Barclays	Inner
    Space Storage	 	0
	60	LMF	Lamplighter
    MHC	 	0



 






    	 	 
18
	 



    


    

BBCMS Mortgage
Trust 2022-C16


MORTGAGE
LOAN SCHEDULE 


	Sequence
    #	Seller	Property
    Name	Other
    Monthly Description	Monthly
    Other Reserve	Other
    Reserve Cap	Other
    Reserve Cash or LOC	Counterparty
    of Other Escrow LOC	Holdback
    Amt
	1	SGFC	Houston
    Multifamily Portfolio	 	0	0	 	 	NAP
	1.01	SGFC	Providence
    at Memorial	 	 	 	 	 	 
	1.02	SGFC	Diamond
    Hill	 	 	 	 	 	 
	1.03	SGFC	Casa
    Del Mar	 	 	 	 	 	 
	1.04	SGFC	Sedona
    Pointe	 	 	 	 	 	 
	1.05	SGFC	Buena
    Vista	 	 	 	 	 	 
	2	SMC	Yorkshire
    & Lexington Towers	Unit
    Upgrade Reserve (Upfront: $6,500,000); Supplemental Income Reserve (Upfront: $5,900,000; Monthly: Springing)	Springing	0	Cash	 	NAP
	2.01	SMC	Yorkshire
    Towers	 	 	 	 	 	 
	2.02	SMC	Lexington
    Towers	 	 	 	 	 	 
	3	Barclays	1888
    Century Park East	 	0	0	 	 	NAP
	4	UBS
    AG	3075
    Olcott	TATILC Reserve (Upfront: $23,983,292), Outstanding Completion Obligations Reserve (Upfront: $20,083,016), Rent Concession Reserve

                                                                                (Upfront: $10,469,403)
	0	0	Cash	 	NAP
	5	Natixis	70
    Hudson Street	Rent
    Abatement Reserve ($200,000.00), Maman Reserve ($106,421.76)	0	0	Cash	 	NAP
	6	Barclays	ExchangeRight
    Net Leased Portfolio #55	Unfunded
    Obligations Reserve	0	0	Cash	 	NAP
	6.01	Barclays	Walmart
    Neighborhood Market - Prairieville (Airline), LA	 	 	 	 	 	 
	6.02	Barclays	Pick
    N Save - Sun Prairie (Main), WI	 	 	 	 	 	 
	6.03	Barclays	Schnucks
    - Love's Park (Harlem), IL	 	 	 	 	 	 
	6.04	Barclays	Walmart
    Neighborhood Market - Thibodaux (Main), LA	 	 	 	 	 	 
	6.05	Barclays	Walmart
    Neighborhood Market - Houma (Park), LA	 	 	 	 	 	 
	6.06	Barclays	Publix
    - Decatur (Point), AL	 	 	 	 	 	 
	6.07	Barclays	PNC
    Bank - Clarendon Hills (Holmes), IL	 	 	 	 	 	 
	6.08	Barclays	Walmart
    Neighborhood Market - New Iberia (Parkview), LA	 	 	 	 	 	 
	6.09	Barclays	Walmart
    Neighborhood Market - Opelousas (Union), LA	 	 	 	 	 	 
	6.10	Barclays	Walmart
    Neighborhood Market - Meraux (Archbishop), LA	 	 	 	 	 	 
	6.11	Barclays	CVS
    Pharmacy - Auburn (Opelika), AL	 	 	 	 	 	 
	6.12	Barclays	Huntington
    Bank- Clarksburg (Pike), WV	 	 	 	 	 	 
	6.13	Barclays	CVS
    Pharmacy - Grand Rapids (Fuller), MI	 	 	 	 	 	 
	6.14	Barclays	O'Reilly
    Auto Parts - Madison (Commerce), WI	 	 	 	 	 	 
	6.15	Barclays	U.S.
    Bank - Northlake (North), IL	 	 	 	 	 	 
	6.16	Barclays	CVS
    - Tullahoma (Jackson), TN	 	 	 	 	 	 
	6.17	Barclays	7-Eleven-
    La Grange (Ogden), IL	 	 	 	 	 	 
	6.18	Barclays	U.S.
    Bank - Elk Grove Village (Devon), IL	 	 	 	 	 	 
	6.19	Barclays	Sherwin
    Williams - Marysville (Fifth), OH	 	 	 	 	 	 
	6.20	Barclays	O'Reilly
    - Owensboro (Bold Forbes), KY	 	 	 	 	 	 
	6.21	Barclays	PNC
    Bank - Aurora (Galena), IL	 	 	 	 	 	 
	6.22	Barclays	NAPA
    Auto Parts - Downers Grove (Ogden), IL	 	 	 	 	 	 
	6.23	Barclays	Family
    Dollar - Cuyahoga Falls (Bailey), OH	 	 	 	 	 	 
	6.24	Barclays	Dollar
    General - Lewiston (Sabattus), ME	 	 	 	 	 	 
	6.25	Barclays	U.S.
    Bank - Niles (Dempster), IL	 	 	 	 	 	 
	6.26	Barclays	Dollar
    Tree - Des Plaines (Rand), IL	 	 	 	 	 	 
	6.27	Barclays	Dollar
    General - Odessa (University), TX	 	 	 	 	 	 
	6.28	Barclays	Dollar
    General - Weber City, (Hwy 23), VA	 	 	 	 	 	 
	6.29	Barclays	Dollar
    General- Springtown (Highway), TX	 	 	 	 	 	 
	6.30	Barclays	Sherwin
    Williams - Champaign (Marketview), IL	 	 	 	 	 	 
	6.31	Barclays	Dollar
    General - Holly (Saginaw), MI	 	 	 	 	 	 
	6.32	Barclays	Dollar
    General - Dyer (Sheffield), IN	 	 	 	 	 	 
	6.33	Barclays	Dollar
    General - Lubbock (University), TX	 	 	 	 	 	 
	6.34	Barclays	Citizens
    Bank - Wilmington (Marsh), DE	 	 	 	 	 	 
	7	Barclays	Bell
    Works	Outstanding
    Obligations Reserve (Upfront: $6,778,984), Put Price Reserve (Monthly: Springing)	Springing	0	Cash	 	NAP
	8	UBS
    AG	ILPT
    Logistics Portfolio	Unfunded
    Obligations Reserve	0	0	Cash	 	NAP
	8.01	UBS
    AG	4000
    Principio Parkway	 	 	 	 	 	 
	8.02	UBS
    AG	2020
    Joe B. Jackson Parkway	 	 	 	 	 	 
	8.03	UBS
    AG	1901
    Meadowville Technology Parkway	 	 	 	 	 	 
	8.04	UBS
    AG	52
    Pettengill Road	 	 	 	 	 	 
	8.05	UBS
    AG	510
    John Dodd Road	 	 	 	 	 	 
	8.06	UBS
    AG	309
    Dulty's Lane	 	 	 	 	 	 
	8.07	UBS
    AG	5300
    Centerpoint Parkway	 	 	 	 	 	 
	8.08	UBS
    AG	17001
    West Mercury Street	 	 	 	 	 	 
	8.09	UBS
    AG	725
    Darlington Avenue	 	 	 	 	 	 
	8.10	UBS
    AG	10100
    89th Avenue N	 	 	 	 	 	 
	8.11	UBS
    AG	7303
    Rickenbacker Parkway West	 	 	 	 	 	 
	8.12	UBS
    AG	4836
    Hickory Hill Road	 	 	 	 	 	 
	8.13	UBS
    AG	7000
    West Post Road	 	 	 	 	 	 
	8.14	UBS
    AG	3201
    Bearing Drive	 	 	 	 	 	 
	8.15	UBS
    AG	900
    Commerce Parkway West Drive	 	 	 	 	 	 
	8.16	UBS
    AG	6825
    West County Road 400 North	 	 	 	 	 	 
	8.17	UBS
    AG	951
    Trails Road	 	 	 	 	 	 
	9	UBS
    AG	Phoenix
    Industrial Portfolio VIII	Unfunded
    Obligations Reserve	0	0	Cash	 	NAP
	9.01	UBS
    AG	West
    Mifflin, PA	 	 	 	 	 	 



 






    	 	 
19
	 



    


    

BBCMS Mortgage
Trust 2022-C16


MORTGAGE
LOAN SCHEDULE 


	Sequence
    #	Seller	Property
    Name	Other
    Monthly Description	Monthly
    Other Reserve	Other
    Reserve Cap	Other
    Reserve Cash or LOC	Counterparty
    of Other Escrow LOC	Holdback
    Amt
	9.02	UBS
    AG	Church
    Hill, TN	 	 	 	 	 	 
	9.03	UBS
    AG	Mossville,
    IL	 	 	 	 	 	 
	9.04	UBS
    AG	Eldon,
    MO	 	 	 	 	 	 
	9.05	UBS
    AG	Kingsport,
    TN	 	 	 	 	 	 
	10	SMC	BVG
    Portfolio III	Economic
    Performance Reserve	0	0	Cash	 	NAP
	10.01	SMC	Trinidad
    RV & Emerald Forest RV & Campground	 	 	 	 	 	 
	10.02	SMC	Hacienda
    RV Resort	 	 	 	 	 	 
	10.03	SMC	Gardena
    MHC & Apts	 	 	 	 	 	 
	10.04	SMC	Fairmont
    MHC	 	 	 	 	 	 
	10.05	SMC	Gansett
    MHC	 	 	 	 	 	 
	10.06	SMC	Elsinore
    Hills RV Park	 	 	 	 	 	 
	10.07	SMC	Flying
    A MHC	 	 	 	 	 	 
	10.08	SMC	Golden
    Arrow MHC	 	 	 	 	 	 
	11	Barclays	Perry
    Hall Centre and Perry Hall Square	Almost Home Care Expansion Reserve (Upfront: $1,986,871.73), Almost Home Care Rent Reserve (Upfront: $132,017.70), Kid to Kid Rent Reserve

                                                                                (Upfront: $105,259), Existing TI/LC Obligations Reserve (Upfront: $63,553.36), Zips Dry Cleaning Free Rent Reserve

                                                                                (Upfront: $56,591.66), I Heart Mac & Cheese Free Rent and Gap Rent Reserve (Upfront: $13,575.51), Levin Eye Care Free Rent Reserve

                                                                                (Upfront: $3,570), Springing Specified Tenant Renewal Reserve (Monthly: Springing)
	Springing	0	Cash	 	NAP
	12	BSPRT	The
    Shoppes at Eagle Point	 	0	0	 	 	NAP
	13	BSPRT	Village
    at Mitchell Ranch	 	0	0	 	 	NAP
	14	Barclays	Twin
    Spans Business Park and Delaware River Industrial Park	Outstanding
    TI Reserve	0	0	Cash	 	NAP
	14.01	Barclays	350
    Anchor Mill Road	 	 	 	 	 	 
	14.02	Barclays	301
    Anchor Mill Road	 	 	 	 	 	 
	14.03	Barclays	400
    Ships Landing Way	 	 	 	 	 	 
	14.04	Barclays	800
    Ships Landing Way	 	 	 	 	 	 
	14.05	Barclays	6
    Dockview	 	 	 	 	 	 
	14.06	Barclays	501
    Ships Landing Way	 	 	 	 	 	 
	14.07	Barclays	250
    Anchor Mill Road	 	 	 	 	 	 
	14.08	Barclays	10
    Dockview Drive	 	 	 	 	 	 
	14.09	Barclays	7
    - 23 Harborview Drive	 	 	 	 	 	 
	14.10	Barclays	200
    Anchor Mill Road	 	 	 	 	 	 
	14.11	Barclays	300
    Anchor Mill Road	 	 	 	 	 	 
	14.12	Barclays	27
    - 55 Harborview Drive	 	 	 	 	 	 
	14.13	Barclays	100
    Ships Landing	 	 	 	 	 	 
	14.14	Barclays	600
    Ships Landing Way	 	 	 	 	 	 
	15	SMC	Stockton
    Self Storage Portfolio	 	0	0	 	 	NAP
	15.01	SMC	Airport
    Road Self Storage	 	 	 	 	 	 
	15.02	SMC	Morada
    Self Storage	 	 	 	 	 	 
	15.03	SMC	Highway
    88 Self Storage	 	 	 	 	 	 
	15.04	SMC	Beckman
    Road Industrial	 	 	 	 	 	 
	15.05	SMC	Highway
    99 Self Storage	 	 	 	 	 	 
	15.06	SMC	Eight
    Mile Road Self Storage	 	 	 	 	 	 
	16	SMC	Deerfield
    and Courtyard Apartments	Economic
    Reserve	0	0	Cash	 	3,000,000
	16.01	SMC	Deerfield
    Apartments	 	 	 	 	 	 
	16.02	SMC	Courtyard
    Apartments	 	 	 	 	 	 
	17	SGFC	ABC
    Mini Storage Portfolio	 	0	0	 	 	NAP
	17.01	SGFC	ABC
    Mini Storage - West	 	 	 	 	 	 
	17.02	SGFC	ABC
    Mini Storage - Valley	 	 	 	 	 	 
	17.03	SGFC	ABC
    Mini Storage - North	 	 	 	 	 	 
	18	LMF	Sawmill
    Plaza	 	0	0	 	 	NAP
	19	SGFC	4S
    Ranch Village Center	 	0	0	 	 	NAP
	20	Barclays	The
    Summit	Outstanding
    TI/LC Reserves ($6,942,143); Gap/Free Rent Account ($2,958,400)	0	0	Cash	 	NAP
	20.01	Barclays	Summit
    1, 2	 	 	 	 	 	 
	20.02	Barclays	Summit
    3	 	 	 	 	 	 
	21	SGFC	Hamilton
    Commons	Enhanced
    Reserve	Springing	1,209,150	Cash	 	NAP
	22	Barclays	Church
    Ranch Corporate Center	Denver
    Children's Free Rent Reserve	0	0	Cash	 	NAP
	23	Natixis	Oak
    Ridge Office Park	 	0	0	 	 	NAP
	23.01	Natixis	Oak
    Ridge Technical Center	 	 	 	 	 	 
	23.02	Natixis	Oak
    Ridge Corporate Center	 	 	 	 	 	 
	24	SGFC	Kalamazoo
    Distribution Center	Outstanding
    TI/LC Reserve (Upfront: $1,100,000), Special Rollover Reserve (Monthly: Springing; Cap: Various)	Springing	Various	Cash	 	NAP
	25	Barclays	Corpus
    Christi Portfolio	PIP
    Reserve	0	0	Cash	 	NAP
	25.01	Barclays	The
    Staybridge Suites	 	 	 	 	 	 
	25.02	Barclays	The
    Holiday Inn Express & Suites	 	 	 	 	 	 
	26	UBS
    AG	Rosedale
    & Soundview	Material
    Tenant Rollover Reserve (Monthly: Springing; Cap: Various); Rent Concession Reserve (Monthly: Springing)	Springing	Various	 	 	NAP



 






    	 	 
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BBCMS Mortgage
Trust 2022-C16


MORTGAGE
LOAN SCHEDULE 


	Sequence
    #	Seller	Property
    Name	Other
    Monthly Description	Monthly
    Other Reserve	Other
    Reserve Cap	Other
    Reserve Cash or LOC	Counterparty
    of Other Escrow LOC	Holdback
    Amt
	27	Barclays	Panther
    Lake Shopping Center	24 Hour Fitness Rollover Reserve (Monthly: Springing); KeyBank Rollover Reserve (Monthly: Springing); Low DSCR Reserve (Monthly:

                                                                                Springing)
	Springing	0	 	 	NAP
	28	LMF	Biotrial
    Medical Center	 	0	0	 	 	NAP
	29	Barclays	Moonwater
    Office Portfolio	Unfunded
    Obligations Reserve	0	0	Cash	 	NAP
	29.01	Barclays	6543
    Las Vegas Boulevard South	 	 	 	 	 	 
	29.02	Barclays	6226
    West Sahara Avenue	 	 	 	 	 	 
	29.03	Barclays	10190
    Covington Cross Drive	 	 	 	 	 	 
	29.04	Barclays	1450
    Center Crossing Road	 	 	 	 	 	 
	29.05	Barclays	6551
    Las Vegas Boulevard South	 	 	 	 	 	 
	29.06	Barclays	9901-9921
    Covington Cross Drive	 	 	 	 	 	 
	30	Barclays	Magnolia
    Square	Outstanding
    TI Reserve	0	0	Cash	 	NAP
	31	UBS
    AG	Nona
    Commons	Material
    Tenant Rollover Reserve	Springing	0	 	 	NAP
	32	Barclays	Walgreens
    - St Paul	Anchor
    Tenant Reserve	Springing	0	 	 	NAP
	33	SMC	Aragona
    Retail Portfolio	Rent
    Gap Reserve ($23,632); Outstanding TI Reserve ($20,000)	0	0	Cash	 	NAP
	33.01	SMC	Macomb
    Centre Plaza	 	 	 	 	 	 
	33.02	SMC	River
    Park Plaza	 	 	 	 	 	 
	34	BSPRT	Centennial
    Plaza	 	0	0	 	 	NAP
	35	SGFC	Great
    American Self Storage	 	0	0	 	 	NAP
	36	Barclays	South
    Valley Center	Outstanding
    Tenant Concession Reserve (Upfront: $30,798), Critical Tenant Reserve (Monthly: Springing)	Springing	0	Cash	 	NAP
	37	LMF	127
    8th Avenue Leased Fee	 	0	0	 	 	NAP
	38	SGFC	Go
    Store It Crossville	Leasing
    Office Reserve	0	0	Cash	 	NAP
	39	Barclays	965-977
    Frankford Avenue	Outstanding
    Tenant Obligations	0	0	Cash	 	NAP
	40	SMC	Home2
    Suites Bedford	 	0	0	 	 	NAP
	41	BSPRT	Edwards
    Landing Apartments	 	0	0	 	 	NAP
	42	Barclays	Holiday
    Inn Express - Memphis, TN	PIP
    Reserve Fund	0	0	Cash	 	NAP
	43	LMF	Shops
    at The Domain	Mattress Firm Reconciliation Reserve (Upfront: $32,362.74), Swish Dental Rollover Fund (Monthly: Springing; Cap: $60,000), Sleep

                                                                                Number Rollover Fund (Monthly: Springing; Cap: $60,000), Mattress Firm Rollover Fund (Monthly: Springing; Cap: $60,000)
	Springing	Various	Cash	 	NAP
	44	SMC	275
    Commerce	Tenant
    Earnout Reserve ($775,000); Outstanding TI/LC Reserve ($469,731.64); Free Rent Reserve ($62,070)	0	0	Cash	 	NAP
	45	LMF	CVS
    Pawtucket	 	0	0	 	 	NAP
	46	SGFC	Candlewood
    Suites Elgin	PIP
    Reserve	Springing	0	Cash	 	NAP
	47	Barclays	Load
    and Lock Self Storage	 	0	0	 	 	NAP
	48	UBS
    AG	Hartsville
    Crossing	 	0	0	 	 	NAP
	49	LMF	Washington
    MHC Portfolio	 	0	0	 	 	NAP
	50	Barclays	5400-5450
    W. Atlantic Blvd	Free
    Rent Reserve	0	0	Cash	 	NAP
	51	LMF	Walgreens
    McDonough	 	0	0	 	 	NAP
	52	SMC	701
    Van Duzer Street	 	0	0	 	 	NAP
	53	LMF	Marymoor
    Self Storage	 	0	0	 	 	NAP
	54	SMC	28818
    Cinco Ranch	Serasana
    CAM Reserve	0	0	Cash	 	NAP
	55	SMC	The
    Storage Depot	 	0	0	 	 	NAP
	56	LMF	Walgreens
    Plainfield	 	0	0	 	 	NAP
	57	SMC	CVS
    Fourth Street	 	0	0	 	 	NAP
	58	LMF	Walgreens
    House Springs	 	0	0	 	 	NAP
	59	Barclays	Inner
    Space Storage	 	0	0	 	 	NAP
	60	LMF	Lamplighter
    MHC	 	0	0	 	 	NAP



 






    	 	 
21
	 



    


    

BBCMS Mortgage
Trust 2022-C16


MORTGAGE
LOAN SCHEDULE 


	Sequence
    #	Seller	Property
    Name	Description
    of LOC	Letter
    of Credit	Lockbox
    Type
	1	SGFC	Houston
    Multifamily Portfolio	NAP	No	Springing
	1.01	SGFC	Providence
    at Memorial	 	 	 
	1.02	SGFC	Diamond
    Hill	 	 	 
	1.03	SGFC	Casa
    Del Mar	 	 	 
	1.04	SGFC	Sedona
    Pointe	 	 	 
	1.05	SGFC	Buena
    Vista	 	 	 
	2	SMC	Yorkshire
    & Lexington Towers	NAP	No	Soft
    (Residential); Hard (Commercial)
	2.01	SMC	Yorkshire
    Towers	 	 	 
	2.02	SMC	Lexington
    Towers	 	 	 
	3	Barclays	1888
    Century Park East	NAP	No	Hard
	4	UBS
    AG	3075
    Olcott	NAP	No	Hard
	5	Natixis	70
    Hudson Street	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
	Yes	Hard
	6	Barclays	ExchangeRight
    Net Leased Portfolio #55	NAP	No	Hard
	6.01	Barclays	Walmart
    Neighborhood Market - Prairieville (Airline), LA	 	 	 
	6.02	Barclays	Pick
    N Save - Sun Prairie (Main), WI	 	 	 
	6.03	Barclays	Schnucks
    - Love's Park (Harlem), IL	 	 	 
	6.04	Barclays	Walmart
    Neighborhood Market - Thibodaux (Main), LA	 	 	 
	6.05	Barclays	Walmart
    Neighborhood Market - Houma (Park), LA	 	 	 
	6.06	Barclays	Publix
    - Decatur (Point), AL	 	 	 
	6.07	Barclays	PNC
    Bank - Clarendon Hills (Holmes), IL	 	 	 
	6.08	Barclays	Walmart
    Neighborhood Market - New Iberia (Parkview), LA	 	 	 
	6.09	Barclays	Walmart
    Neighborhood Market - Opelousas (Union), LA	 	 	 
	6.10	Barclays	Walmart
    Neighborhood Market - Meraux (Archbishop), LA	 	 	 
	6.11	Barclays	CVS
    Pharmacy - Auburn (Opelika), AL	 	 	 
	6.12	Barclays	Huntington
    Bank- Clarksburg (Pike), WV	 	 	 
	6.13	Barclays	CVS
    Pharmacy - Grand Rapids (Fuller), MI	 	 	 
	6.14	Barclays	O'Reilly
    Auto Parts - Madison (Commerce), WI	 	 	 
	6.15	Barclays	U.S.
    Bank - Northlake (North), IL	 	 	 
	6.16	Barclays	CVS
    - Tullahoma (Jackson), TN	 	 	 
	6.17	Barclays	7-Eleven-
    La Grange (Ogden), IL	 	 	 
	6.18	Barclays	U.S.
    Bank - Elk Grove Village (Devon), IL	 	 	 
	6.19	Barclays	Sherwin
    Williams - Marysville (Fifth), OH	 	 	 
	6.20	Barclays	O'Reilly
    - Owensboro (Bold Forbes), KY	 	 	 
	6.21	Barclays	PNC
    Bank - Aurora (Galena), IL	 	 	 
	6.22	Barclays	NAPA
    Auto Parts - Downers Grove (Ogden), IL	 	 	 
	6.23	Barclays	Family
    Dollar - Cuyahoga Falls (Bailey), OH	 	 	 
	6.24	Barclays	Dollar
    General - Lewiston (Sabattus), ME	 	 	 
	6.25	Barclays	U.S.
    Bank - Niles (Dempster), IL	 	 	 
	6.26	Barclays	Dollar
    Tree - Des Plaines (Rand), IL	 	 	 
	6.27	Barclays	Dollar
    General - Odessa (University), TX	 	 	 
	6.28	Barclays	Dollar
    General - Weber City, (Hwy 23), VA	 	 	 
	6.29	Barclays	Dollar
    General- Springtown (Highway), TX	 	 	 
	6.30	Barclays	Sherwin
    Williams - Champaign (Marketview), IL	 	 	 
	6.31	Barclays	Dollar
    General - Holly (Saginaw), MI	 	 	 
	6.32	Barclays	Dollar
    General - Dyer (Sheffield), IN	 	 	 
	6.33	Barclays	Dollar
    General - Lubbock (University), TX	 	 	 
	6.34	Barclays	Citizens
    Bank - Wilmington (Marsh), DE	 	 	 
	7	Barclays	Bell
    Works	NAP	No	Hard
	8	UBS
    AG	ILPT
    Logistics Portfolio	NAP	No	Hard
	8.01	UBS
    AG	4000
    Principio Parkway	 	 	 
	8.02	UBS
    AG	2020
    Joe B. Jackson Parkway	 	 	 
	8.03	UBS
    AG	1901
    Meadowville Technology Parkway	 	 	 
	8.04	UBS
    AG	52
    Pettengill Road	 	 	 
	8.05	UBS
    AG	510
    John Dodd Road	 	 	 
	8.06	UBS
    AG	309
    Dulty's Lane	 	 	 
	8.07	UBS
    AG	5300
    Centerpoint Parkway	 	 	 
	8.08	UBS
    AG	17001
    West Mercury Street	 	 	 
	8.09	UBS
    AG	725
    Darlington Avenue	 	 	 
	8.10	UBS
    AG	10100
    89th Avenue N	 	 	 
	8.11	UBS
    AG	7303
    Rickenbacker Parkway West	 	 	 
	8.12	UBS
    AG	4836
    Hickory Hill Road	 	 	 
	8.13	UBS
    AG	7000
    West Post Road	 	 	 
	8.14	UBS
    AG	3201
    Bearing Drive	 	 	 
	8.15	UBS
    AG	900
    Commerce Parkway West Drive	 	 	 
	8.16	UBS
    AG	6825
    West County Road 400 North	 	 	 
	8.17	UBS
    AG	951
    Trails Road	 	 	 
	9	UBS
    AG	Phoenix
    Industrial Portfolio VIII	NAP	No	Hard
	9.01	UBS
    AG	West
    Mifflin, PA	 	 	 



 






    	 	 
22
	 



    


    

BBCMS Mortgage
Trust 2022-C16


MORTGAGE
LOAN SCHEDULE 


	Sequence
    #	Seller	Property
    Name	Description
    of LOC	Letter
    of Credit	Lockbox
    Type
	9.02	UBS
    AG	Church
    Hill, TN	 	 	 
	9.03	UBS
    AG	Mossville,
    IL	 	 	 
	9.04	UBS
    AG	Eldon,
    MO	 	 	 
	9.05	UBS
    AG	Kingsport,
    TN	 	 	 
	10	SMC	BVG
    Portfolio III	NAP	No	Springing
	10.01	SMC	Trinidad
    RV & Emerald Forest RV & Campground	 	 	 
	10.02	SMC	Hacienda
    RV Resort	 	 	 
	10.03	SMC	Gardena
    MHC & Apts	 	 	 
	10.04	SMC	Fairmont
    MHC	 	 	 
	10.05	SMC	Gansett
    MHC	 	 	 
	10.06	SMC	Elsinore
    Hills RV Park	 	 	 
	10.07	SMC	Flying
    A MHC	 	 	 
	10.08	SMC	Golden
    Arrow MHC	 	 	 
	11	Barclays	Perry
    Hall Centre and Perry Hall Square	NAP	No	Soft
	12	BSPRT	The
    Shoppes at Eagle Point	NAP	No	Hard
	13	BSPRT	Village
    at Mitchell Ranch	NAP	No	Springing
	14	Barclays	Twin
    Spans Business Park and Delaware River Industrial Park	NAP	No	Springing
	14.01	Barclays	350
    Anchor Mill Road	 	 	 
	14.02	Barclays	301
    Anchor Mill Road	 	 	 
	14.03	Barclays	400
    Ships Landing Way	 	 	 
	14.04	Barclays	800
    Ships Landing Way	 	 	 
	14.05	Barclays	6
    Dockview	 	 	 
	14.06	Barclays	501
    Ships Landing Way	 	 	 
	14.07	Barclays	250
    Anchor Mill Road	 	 	 
	14.08	Barclays	10
    Dockview Drive	 	 	 
	14.09	Barclays	7
    - 23 Harborview Drive	 	 	 
	14.10	Barclays	200
    Anchor Mill Road	 	 	 
	14.11	Barclays	300
    Anchor Mill Road	 	 	 
	14.12	Barclays	27
    - 55 Harborview Drive	 	 	 
	14.13	Barclays	100
    Ships Landing	 	 	 
	14.14	Barclays	600
    Ships Landing Way	 	 	 
	15	SMC	Stockton
    Self Storage Portfolio	NAP	No	Springing
	15.01	SMC	Airport
    Road Self Storage	 	 	 
	15.02	SMC	Morada
    Self Storage	 	 	 
	15.03	SMC	Highway
    88 Self Storage	 	 	 
	15.04	SMC	Beckman
    Road Industrial	 	 	 
	15.05	SMC	Highway
    99 Self Storage	 	 	 
	15.06	SMC	Eight
    Mile Road Self Storage	 	 	 
	16	SMC	Deerfield
    and Courtyard Apartments	NAP	No	Springing
	16.01	SMC	Deerfield
    Apartments	 	 	 
	16.02	SMC	Courtyard
    Apartments	 	 	 
	17	SGFC	ABC
    Mini Storage Portfolio	NAP	No	Springing
	17.01	SGFC	ABC
    Mini Storage - West	 	 	 
	17.02	SGFC	ABC
    Mini Storage - Valley	 	 	 
	17.03	SGFC	ABC
    Mini Storage - North	 	 	 
	18	LMF	Sawmill
    Plaza	NAP	No	Springing
	19	SGFC	4S
    Ranch Village Center	NAP	No	Springing
	20	Barclays	The
    Summit	NAP	No	Hard
	20.01	Barclays	Summit
    1, 2	 	 	 
	20.02	Barclays	Summit
    3	 	 	 
	21	SGFC	Hamilton
    Commons	NAP	No	Springing
	22	Barclays	Church
    Ranch Corporate Center	NAP	No	Hard
	23	Natixis	Oak
    Ridge Office Park	NAP	No	Hard
	23.01	Natixis	Oak
    Ridge Technical Center	 	 	 
	23.02	Natixis	Oak
    Ridge Corporate Center	 	 	 
	24	SGFC	Kalamazoo
    Distribution Center	NAP	No	Springing
	25	Barclays	Corpus
    Christi Portfolio	NAP	No	Hard
	25.01	Barclays	The
    Staybridge Suites	 	 	 
	25.02	Barclays	The
    Holiday Inn Express & Suites	 	 	 
	26	UBS
    AG	Rosedale
    & Soundview	NAP	No	Soft



 






    	 	 
23
	 



    


    

BBCMS Mortgage
Trust 2022-C16


MORTGAGE
LOAN SCHEDULE 



	Sequence
    #	Seller	Property
    Name	Description
    of LOC	Letter
    of Credit	Lockbox
    Type
	27	Barclays	Panther
    Lake Shopping Center	NAP	No	Springing
	28	LMF	Biotrial
    Medical Center	NAP	No	Springing
	29	Barclays	Moonwater
    Office Portfolio	NAP	No	Hard
	29.01	Barclays	6543
    Las Vegas Boulevard South	 	 	 
	29.02	Barclays	6226
    West Sahara Avenue	 	 	 
	29.03	Barclays	10190
    Covington Cross Drive	 	 	 
	29.04	Barclays	1450
    Center Crossing Road	 	 	 
	29.05	Barclays	6551
    Las Vegas Boulevard South	 	 	 
	29.06	Barclays	9901-9921
    Covington Cross Drive	 	 	 
	30	Barclays	Magnolia
    Square	NAP	No	Hard
	31	UBS
    AG	Nona
    Commons	NAP	No	Hard
	32	Barclays	Walgreens
    - St Paul	NAP	No	Hard
	33	SMC	Aragona
    Retail Portfolio	NAP	No	Springing
	33.01	SMC	Macomb
    Centre Plaza	 	 	 
	33.02	SMC	River
    Park Plaza	 	 	 
	34	BSPRT	Centennial
    Plaza	NAP	No	Springing
	35	SGFC	Great
    American Self Storage	NAP	No	Springing
	36	Barclays	South
    Valley Center	NAP	No	Springing
	37	LMF	127
    8th Avenue Leased Fee	NAP	No	Springing
	38	SGFC	Go
    Store It Crossville	NAP	No	Springing
	39	Barclays	965-977
    Frankford Avenue	NAP	No	Springing
	40	SMC	Home2
    Suites Bedford	NAP	No	Springing
	41	BSPRT	Edwards
    Landing Apartments	NAP	No	Soft
	42	Barclays	Holiday
    Inn Express - Memphis, TN	NAP	No	Springing
	43	LMF	Shops
    at The Domain	NAP	No	Springing
	44	SMC	275
    Commerce	NAP	No	Hard
	45	LMF	CVS
    Pawtucket	NAP	No	Springing
	46	SGFC	Candlewood
    Suites Elgin	NAP	No	Springing
	47	Barclays	Load
    and Lock Self Storage	NAP	No	Springing
	48	UBS
    AG	Hartsville
    Crossing	NAP	No	Springing
	49	LMF	Washington
    MHC Portfolio	NAP	No	Springing
	50	Barclays	5400-5450
    W. Atlantic Blvd	NAP	No	Hard
	51	LMF	Walgreens
    McDonough	NAP	No	Springing
	52	SMC	701
    Van Duzer Street	NAP	No	Springing
	53	LMF	Marymoor
    Self Storage	NAP	No	Springing
	54	SMC	28818
    Cinco Ranch	NAP	No	Springing
	55	SMC	The
    Storage Depot	NAP	No	Springing
	56	LMF	Walgreens
    Plainfield	NAP	No	Springing
	57	SMC	CVS
    Fourth Street	NAP	No	Springing
	58	LMF	Walgreens
    House Springs	NAP	No	Springing
	59	Barclays	Inner
    Space Storage	NAP	No	Springing
	60	LMF	Lamplighter
    MHC	NAP	No	Springing



 






    	 	 
24
	 



    


    

BBCMS Mortgage
Trust 2022-C16


MORTGAGE
LOAN SCHEDULE  


	Sequence
    #	Seller	Property
    Name	Borrower
    Name
	1	SGFC	Houston
    Multifamily Portfolio	Casa Del Mar Apartments LLC, Sedona Pointe Apartments LLC, Providence at Memorial Apartments LLC, Diamond Hill Apartments LLC and

                                                                                Buena Vista Apartments LLC

	1.01	SGFC	Providence
    at Memorial	 
	1.02	SGFC	Diamond
    Hill	 
	1.03	SGFC	Casa
    Del Mar	 
	1.04	SGFC	Sedona
    Pointe	 
	1.05	SGFC	Buena
    Vista	 
	2	SMC	Yorkshire
    & Lexington Towers	CF
    E 88 LLC, SM E 88 LLC, CF E 86 LLC, SM E 86 LLC and LSG E 86 LLC
	2.01	SMC	Yorkshire
    Towers	 
	2.02	SMC	Lexington
    Towers	 
	3	Barclays	1888
    Century Park East	FSP-1888
    Century Park East, LLC
	4	UBS
    AG	3075
    Olcott	3075Tech
    LLC
	5	Natixis	70
    Hudson Street	70
    Hudson LLC
	6	Barclays	ExchangeRight
    Net Leased Portfolio #55	ExchangeRight
    Net-Leased Portfolio 55 DST
	6.01	Barclays	Walmart
    Neighborhood Market - Prairieville (Airline), LA	 
	6.02	Barclays	Pick
    N Save - Sun Prairie (Main), WI	 
	6.03	Barclays	Schnucks
    - Love's Park (Harlem), IL	 
	6.04	Barclays	Walmart
    Neighborhood Market - Thibodaux (Main), LA	 
	6.05	Barclays	Walmart
    Neighborhood Market - Houma (Park), LA	 
	6.06	Barclays	Publix
    - Decatur (Point), AL	 
	6.07	Barclays	PNC
    Bank - Clarendon Hills (Holmes), IL	 
	6.08	Barclays	Walmart
    Neighborhood Market - New Iberia (Parkview), LA	 
	6.09	Barclays	Walmart
    Neighborhood Market - Opelousas (Union), LA	 
	6.10	Barclays	Walmart
    Neighborhood Market - Meraux (Archbishop), LA	 
	6.11	Barclays	CVS
    Pharmacy - Auburn (Opelika), AL	 
	6.12	Barclays	Huntington
    Bank- Clarksburg (Pike), WV	 
	6.13	Barclays	CVS
    Pharmacy - Grand Rapids (Fuller), MI	 
	6.14	Barclays	O'Reilly
    Auto Parts - Madison (Commerce), WI	 
	6.15	Barclays	U.S.
    Bank - Northlake (North), IL	 
	6.16	Barclays	CVS
    - Tullahoma (Jackson), TN	 
	6.17	Barclays	7-Eleven-
    La Grange (Ogden), IL	 
	6.18	Barclays	U.S.
    Bank - Elk Grove Village (Devon), IL	 
	6.19	Barclays	Sherwin
    Williams - Marysville (Fifth), OH	 
	6.20	Barclays	O'Reilly
    - Owensboro (Bold Forbes), KY	 
	6.21	Barclays	PNC
    Bank - Aurora (Galena), IL	 
	6.22	Barclays	NAPA
    Auto Parts - Downers Grove (Ogden), IL	 
	6.23	Barclays	Family
    Dollar - Cuyahoga Falls (Bailey), OH	 
	6.24	Barclays	Dollar
    General - Lewiston (Sabattus), ME	 
	6.25	Barclays	U.S.
    Bank - Niles (Dempster), IL	 
	6.26	Barclays	Dollar
    Tree - Des Plaines (Rand), IL	 
	6.27	Barclays	Dollar
    General - Odessa (University), TX	 
	6.28	Barclays	Dollar
    General - Weber City, (Hwy 23), VA	 
	6.29	Barclays	Dollar
    General- Springtown (Highway), TX	 
	6.30	Barclays	Sherwin
    Williams - Champaign (Marketview), IL	 
	6.31	Barclays	Dollar
    General - Holly (Saginaw), MI	 
	6.32	Barclays	Dollar
    General - Dyer (Sheffield), IN	 
	6.33	Barclays	Dollar
    General - Lubbock (University), TX	 
	6.34	Barclays	Citizens
    Bank - Wilmington (Marsh), DE	 
	7	Barclays	Bell
    Works	Somerset
    Holmdel Development I Urban Renewal, L.P.
	8	UBS
    AG	ILPT
    Logistics Portfolio	ILPT Bemidji LLC, ILPT Burlington LLC, ILPT Chesterfield LLC, ILPT KYIN LLC, ILPT Mahwah LLC, ILPT Murfreesboro LLC, ILPT Obetz LLC, ILPT

                                                                                Spartanburg LLC, ILPT TN LLC, ILPT Trails Road LLC, Mercury Street Industrial LLC, Rickenbacker Industrial LLC and ILPT North East LLC

	8.01	UBS
    AG	4000
    Principio Parkway	 
	8.02	UBS
    AG	2020
    Joe B. Jackson Parkway	 
	8.03	UBS
    AG	1901
    Meadowville Technology Parkway	 
	8.04	UBS
    AG	52
    Pettengill Road	 
	8.05	UBS
    AG	510
    John Dodd Road	 
	8.06	UBS
    AG	309
    Dulty's Lane	 
	8.07	UBS
    AG	5300
    Centerpoint Parkway	 
	8.08	UBS
    AG	17001
    West Mercury Street	 
	8.09	UBS
    AG	725
    Darlington Avenue	 
	8.10	UBS
    AG	10100
    89th Avenue N	 
	8.11	UBS
    AG	7303
    Rickenbacker Parkway West	 
	8.12	UBS
    AG	4836
    Hickory Hill Road	 
	8.13	UBS
    AG	7000
    West Post Road	 
	8.14	UBS
    AG	3201
    Bearing Drive	 
	8.15	UBS
    AG	900
    Commerce Parkway West Drive	 
	8.16	UBS
    AG	6825
    West County Road 400 North	 
	8.17	UBS
    AG	951
    Trails Road	 
	9	UBS
    AG	Phoenix
    Industrial Portfolio VIII	Phoenix Eldon Industrial Investors LLC, Phoenix Mossville Industrial Investors LLC, Phoenix West Mifflin Industrial Investors LLC, Phoenix

                                                                                Church Hill Industrial Investors LLC and Phoenix Kingsport Industrial Investors LLC

	9.01	UBS
    AG	West
    Mifflin, PA	 



 






    	 	 
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BBCMS Mortgage
Trust 2022-C16


MORTGAGE
LOAN SCHEDULE  


	Sequence
    #	Seller	Property
    Name	Borrower
    Name
	9.02	UBS
    AG	Church
    Hill, TN	 
	9.03	UBS
    AG	Mossville,
    IL	 
	9.04	UBS
    AG	Eldon,
    MO	 
	9.05	UBS
    AG	Kingsport,
    TN	 
	10	SMC	BVG
    Portfolio III	Fairmont MHP, LLC, Gansett MHC, LLC, Hacienda RV Resort, LLC, Flying A MHP LLC, Gardena MHP LLC, Golden Arrow MHP LLC, Elsinore Hills

                                                                                RV Park LLC and Trinidad RV Investors, LP

	10.01	SMC	Trinidad
    RV & Emerald Forest RV & Campground	 
	10.02	SMC	Hacienda
    RV Resort	 
	10.03	SMC	Gardena
    MHC & Apts	 
	10.04	SMC	Fairmont
    MHC	 
	10.05	SMC	Gansett
    MHC	 
	10.06	SMC	Elsinore
    Hills RV Park	 
	10.07	SMC	Flying
    A MHC	 
	10.08	SMC	Golden
    Arrow MHC	 
	11	Barclays	Perry
    Hall Centre and Perry Hall Square	Triple
    BAR Perry Hall, LLC
	12	BSPRT	The
    Shoppes at Eagle Point	Shoppes
    at Eagle Point SPE, LLC
	13	BSPRT	Village
    at Mitchell Ranch	Shamaim
    Mitchell, LLC
	14	Barclays	Twin
    Spans Business Park and Delaware River Industrial Park	600
    SLW 2, LLC, DRIP 2 Lot 5, LLC, DRIP 2, LLC and TSBP 2, LLC
	14.01	Barclays	350
    Anchor Mill Road	 
	14.02	Barclays	301
    Anchor Mill Road	 
	14.03	Barclays	400
    Ships Landing Way	 
	14.04	Barclays	800
    Ships Landing Way	 
	14.05	Barclays	6
    Dockview	 
	14.06	Barclays	501
    Ships Landing Way	 
	14.07	Barclays	250
    Anchor Mill Road	 
	14.08	Barclays	10
    Dockview Drive	 
	14.09	Barclays	7
    - 23 Harborview Drive	 
	14.10	Barclays	200
    Anchor Mill Road	 
	14.11	Barclays	300
    Anchor Mill Road	 
	14.12	Barclays	27
    - 55 Harborview Drive	 
	14.13	Barclays	100
    Ships Landing	 
	14.14	Barclays	600
    Ships Landing Way	 
	15	SMC	Stockton
    Self Storage Portfolio	Airport Road Self Storage, LLC, Beckman Road, LLC, Eight Mile Road Self Storage, LLC, Hwy 88 Self-Storage, LLC, Hwy 99 Self Storage -

                                                                                GALT, LLC and Morada Self Storage, LLC

	15.01	SMC	Airport
    Road Self Storage	 
	15.02	SMC	Morada
    Self Storage	 
	15.03	SMC	Highway
    88 Self Storage	 
	15.04	SMC	Beckman
    Road Industrial	 
	15.05	SMC	Highway
    99 Self Storage	 
	15.06	SMC	Eight
    Mile Road Self Storage	 
	16	SMC	Deerfield
    and Courtyard Apartments	APT
    Courtyard, LLC and APTDF, LLC
	16.01	SMC	Deerfield
    Apartments	 
	16.02	SMC	Courtyard
    Apartments	 
	17	SGFC	ABC
    Mini Storage Portfolio	ABC
    Mini Storages, LLC
	17.01	SGFC	ABC
    Mini Storage - West	 
	17.02	SGFC	ABC
    Mini Storage - Valley	 
	17.03	SGFC	ABC
    Mini Storage - North	 
	18	LMF	Sawmill
    Plaza	Brahma
    99 LLC
	19	SGFC	4S
    Ranch Village Center	Buie
    4-S Center LLC and Buie 4-S Center 2 LLC
	20	Barclays	The
    Summit	KRE
    Summit 1, 2, Owner LLC and KRE Summit 3 Owner LLC
	20.01	Barclays	Summit
    1, 2	 
	20.02	Barclays	Summit
    3	 
	21	SGFC	Hamilton
    Commons	Hamilton Commons TEI Equities LLC, Hamilton Commons Lady Tree LLC, Hamilton Commons Pinehurst LLC, Hamilton Commons Brooks LLC,

                                                                                Hamilton Commons Investor 1 LLC, Hamilton Commons Investor 2 LLC, Hamilton Commons 2100 Indiana LLC, Hamilton Commons 8000

                                                                                Jarvis LLC, Hamilton Commons 8100 Jarvis LLC and Hamilton Commons Taylor Square LLC

	22	Barclays	Church
    Ranch Corporate Center	Lotus
    Church Ranch, LLC, MK Church Ranch, LLC and KC Church Ranch, LLC
	23	Natixis	Oak
    Ridge Office Park	Oak Ridge Corporate Partners-I, L.P.; Oak Ridge Technical Center Partners-One, L.P.; Oak Ridge Technical Center Partners-Two, L.P.; Oak

                                                                                Ridge Technical Center Partners-Three, L.P.; Oak Ridge Technical Center Partners-Four, L.P.; Oak Ridge Technical Center Partners-Five, LLC

                                                                                and Oak Ridge Technical Center Partners-Six, L.P.

	23.01	Natixis	Oak
    Ridge Technical Center	 
	23.02	Natixis	Oak
    Ridge Corporate Center	 
	24	SGFC	Kalamazoo
    Distribution Center	6805
    Kalamazoo LLC
	25	Barclays	Corpus
    Christi Portfolio	Corpus
    Exp Hotels LLC and Corpus Stay Hotels LLC
	25.01	Barclays	The
    Staybridge Suites	 
	25.02	Barclays	The
    Holiday Inn Express & Suites	 
	26	UBS
    AG	Rosedale
    & Soundview	Harlorn
    (Delaware), LLC



 






    	 	 
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BBCMS Mortgage
Trust 2022-C16


MORTGAGE
LOAN SCHEDULE  


	Sequence
    #	Seller	Property
    Name	Borrower
    Name
	27	Barclays	Panther
    Lake Shopping Center	Panther
    Lake Property Owner, LLC
	28	LMF	Biotrial
    Medical Center	Scienceventure,
    Inc.
	29	Barclays	Moonwater
    Office Portfolio	PREH
    Power House TSSP LLC, Power House TSSP, LLC and MRK Power House TSSP LLC
	29.01	Barclays	6543
    Las Vegas Boulevard South	 
	29.02	Barclays	6226
    West Sahara Avenue	 
	29.03	Barclays	10190
    Covington Cross Drive	 
	29.04	Barclays	1450
    Center Crossing Road	 
	29.05	Barclays	6551
    Las Vegas Boulevard South	 
	29.06	Barclays	9901-9921
    Covington Cross Drive	 
	30	Barclays	Magnolia
    Square	JRE
    Houma MLK Investment, LLC
	31	UBS
    AG	Nona
    Commons	Lexin
    Nona, LLC
	32	Barclays	Walgreens
    - St Paul	B.
    Jaffe St. Paul, LLC
	33	SMC	Aragona
    Retail Portfolio	Macomb
    Centre Plaza LLC and River Place Plaza Limited Partnership
	33.01	SMC	Macomb
    Centre Plaza	 
	33.02	SMC	River
    Park Plaza	 
	34	BSPRT	Centennial
    Plaza	Mosaic
    Centennial Owner LLC
	35	SGFC	Great
    American Self Storage	Hale
    Hoahu, LLC
	36	Barclays	South
    Valley Center	South
    Valley Centre SPE, LLC
	37	LMF	127
    8th Avenue Leased Fee	Almavi
    Eighth Avenue LLC
	38	SGFC	Go
    Store It Crossville	Go
    Store It Crossville, DST
	39	Barclays	965-977
    Frankford Avenue	965
    Frankford LLC
	40	SMC	Home2
    Suites Bedford	Forest
    Ridge Hospitality, LLC
	41	BSPRT	Edwards
    Landing Apartments	Edwards
    Landing, LLC
	42	Barclays	Holiday
    Inn Express - Memphis, TN	New
    York Investment Group, LLC
	43	LMF	Shops
    at The Domain	Kahl
    & Goveia/Magnolia Texas, LLC
	44	SMC	275
    Commerce	Liberty
    Wood LLC
	45	LMF	CVS
    Pawtucket	FPR
    Pawtucket LLC
	46	SGFC	Candlewood
    Suites Elgin	New
    Vision Elgin Hotel, LLC
	47	Barclays	Load
    and Lock Self Storage	Load
    and Lock Storage I, LLC
	48	UBS
    AG	Hartsville
    Crossing	PGP
    Hartsville 1, LLC, PGP Hartsville 2, LLC and PGP Hartsville 3, LLC
	49	LMF	Washington
    MHC Portfolio	YCMHCS
    LLC
	50	Barclays	5400-5450
    W. Atlantic Blvd	West
    Atlantic AP, LLC
	51	LMF	Walgreens
    McDonough	McDonough
    Broxy, LLC
	52	SMC	701
    Van Duzer Street	Van
    Duzer Holdings LLC
	53	LMF	Marymoor
    Self Storage	Marymoor
    Self Storage, LLC
	54	SMC	28818
    Cinco Ranch	1463CBR,
    LLC
	55	SMC	The
    Storage Depot	North
    Haven Drive-Up Storage, LLC
	56	LMF	Walgreens
    Plainfield	Plainfield
    Broxy, LLC
	57	SMC	CVS
    Fourth Street	WEC
    99D-25 LLC
	58	LMF	Walgreens
    House Springs	House
    Springs Broxy, LLC
	59	Barclays	Inner
    Space Storage	FultonBSH
    AXLA I, LLC
	60	LMF	Lamplighter
    MHC	NDI
    Lamplighter MHC, LLC



 






    	 	 
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BBCMS Mortgage
Trust 2022-C16


MORTGAGE
LOAN SCHEDULE   


	Sequence
    #	Seller	Property
    Name	Sponsor	Primary
    Servicing Fee	Total
    Servicing Fee
	1	SGFC	Houston
    Multifamily Portfolio	Donald J. Dougher, II and Donald J. Dougher, II, Trustee of the Third Amended and Restated Donald J. Dougher,

                                                                                II Living Trust of 2002, Dated July 11, 2022, As Amended
	0.00125%	0.00250%
	1.01	SGFC	Providence
    at Memorial	 	 	 
	1.02	SGFC	Diamond
    Hill	 	 	 
	1.03	SGFC	Casa
    Del Mar	 	 	 
	1.04	SGFC	Sedona
    Pointe	 	 	 
	1.05	SGFC	Buena
    Vista	 	 	 
	2	SMC	Yorkshire
    & Lexington Towers	Meyer
    Chetrit and The Gluck Family Trust U/A/D July 16, 2009	0.00125%	0.00250%
	2.01	SMC	Yorkshire
    Towers	 	 	 
	2.02	SMC	Lexington
    Towers	 	 	 
	3	Barclays	1888
    Century Park East	Fifth
    Street Properties, LLC	0.00125%	0.00250%
	4	UBS
    AG	3075
    Olcott	MDY
    Properties, Inc.	0.00125%	0.00250%
	5	Natixis	70
    Hudson Street	NAP	0.00125%	0.00250%
	6	Barclays	ExchangeRight
    Net Leased Portfolio #55	ExchangeRight
    Real Estate, LLC	0.00125%	0.00250%
	6.01	Barclays	Walmart
    Neighborhood Market - Prairieville (Airline), LA	 	 	 
	6.02	Barclays	Pick
    N Save - Sun Prairie (Main), WI	 	 	 
	6.03	Barclays	Schnucks
    - Love's Park (Harlem), IL	 	 	 
	6.04	Barclays	Walmart
    Neighborhood Market - Thibodaux (Main), LA	 	 	 
	6.05	Barclays	Walmart
    Neighborhood Market - Houma (Park), LA	 	 	 
	6.06	Barclays	Publix
    - Decatur (Point), AL	 	 	 
	6.07	Barclays	PNC
    Bank - Clarendon Hills (Holmes), IL	 	 	 
	6.08	Barclays	Walmart
    Neighborhood Market - New Iberia (Parkview), LA	 	 	 
	6.09	Barclays	Walmart
    Neighborhood Market - Opelousas (Union), LA	 	 	 
	6.10	Barclays	Walmart
    Neighborhood Market - Meraux (Archbishop), LA	 	 	 
	6.11	Barclays	CVS
    Pharmacy - Auburn (Opelika), AL	 	 	 
	6.12	Barclays	Huntington
    Bank- Clarksburg (Pike), WV	 	 	 
	6.13	Barclays	CVS
    Pharmacy - Grand Rapids (Fuller), MI	 	 	 
	6.14	Barclays	O'Reilly
    Auto Parts - Madison (Commerce), WI	 	 	 
	6.15	Barclays	U.S.
    Bank - Northlake (North), IL	 	 	 
	6.16	Barclays	CVS
    - Tullahoma (Jackson), TN	 	 	 
	6.17	Barclays	7-Eleven-
    La Grange (Ogden), IL	 	 	 
	6.18	Barclays	U.S.
    Bank - Elk Grove Village (Devon), IL	 	 	 
	6.19	Barclays	Sherwin
    Williams - Marysville (Fifth), OH	 	 	 
	6.20	Barclays	O'Reilly
    - Owensboro (Bold Forbes), KY	 	 	 
	6.21	Barclays	PNC
    Bank - Aurora (Galena), IL	 	 	 
	6.22	Barclays	NAPA
    Auto Parts - Downers Grove (Ogden), IL	 	 	 
	6.23	Barclays	Family
    Dollar - Cuyahoga Falls (Bailey), OH	 	 	 
	6.24	Barclays	Dollar
    General - Lewiston (Sabattus), ME	 	 	 
	6.25	Barclays	U.S.
    Bank - Niles (Dempster), IL	 	 	 
	6.26	Barclays	Dollar
    Tree - Des Plaines (Rand), IL	 	 	 
	6.27	Barclays	Dollar
    General - Odessa (University), TX	 	 	 
	6.28	Barclays	Dollar
    General - Weber City, (Hwy 23), VA	 	 	 
	6.29	Barclays	Dollar
    General- Springtown (Highway), TX	 	 	 
	6.30	Barclays	Sherwin
    Williams - Champaign (Marketview), IL	 	 	 
	6.31	Barclays	Dollar
    General - Holly (Saginaw), MI	 	 	 
	6.32	Barclays	Dollar
    General - Dyer (Sheffield), IN	 	 	 
	6.33	Barclays	Dollar
    General - Lubbock (University), TX	 	 	 
	6.34	Barclays	Citizens
    Bank - Wilmington (Marsh), DE	 	 	 
	7	Barclays	Bell
    Works	Ralph
    Zucker and Jozef Straus	0.00125%	0.00250%
	8	UBS
    AG	ILPT
    Logistics Portfolio	Industrial
    Logistics Properties Trust	0.01375%	0.01500%
	8.01	UBS
    AG	4000
    Principio Parkway	 	 	 
	8.02	UBS
    AG	2020
    Joe B. Jackson Parkway	 	 	 
	8.03	UBS
    AG	1901
    Meadowville Technology Parkway	 	 	 
	8.04	UBS
    AG	52
    Pettengill Road	 	 	 
	8.05	UBS
    AG	510
    John Dodd Road	 	 	 
	8.06	UBS
    AG	309
    Dulty's Lane	 	 	 
	8.07	UBS
    AG	5300
    Centerpoint Parkway	 	 	 
	8.08	UBS
    AG	17001
    West Mercury Street	 	 	 
	8.09	UBS
    AG	725
    Darlington Avenue	 	 	 
	8.10	UBS
    AG	10100
    89th Avenue N	 	 	 
	8.11	UBS
    AG	7303
    Rickenbacker Parkway West	 	 	 
	8.12	UBS
    AG	4836
    Hickory Hill Road	 	 	 
	8.13	UBS
    AG	7000
    West Post Road	 	 	 
	8.14	UBS
    AG	3201
    Bearing Drive	 	 	 
	8.15	UBS
    AG	900
    Commerce Parkway West Drive	 	 	 
	8.16	UBS
    AG	6825
    West County Road 400 North	 	 	 
	8.17	UBS
    AG	951
    Trails Road	 	 	 
	9	UBS
    AG	Phoenix
    Industrial Portfolio VIII	Phoenix
    Investors	0.00125%	0.00250%
	9.01	UBS
    AG	West
    Mifflin, PA	 	 	 



 






    	 	 
28
	 



    


    

BBCMS Mortgage
Trust 2022-C16


MORTGAGE
LOAN SCHEDULE   


	Sequence
    #	Seller	Property
    Name	Sponsor	Primary
    Servicing Fee	Total
    Servicing Fee
	9.02	UBS
    AG	Church
    Hill, TN	 	 	 
	9.03	UBS
    AG	Mossville,
    IL	 	 	 
	9.04	UBS
    AG	Eldon,
    MO	 	 	 
	9.05	UBS
    AG	Kingsport,
    TN	 	 	 
	10	SMC	BVG
    Portfolio III	Elias
    Weiner	0.00125%	0.00250%
	10.01	SMC	Trinidad
    RV & Emerald Forest RV & Campground	 	 	 
	10.02	SMC	Hacienda
    RV Resort	 	 	 
	10.03	SMC	Gardena
    MHC & Apts	 	 	 
	10.04	SMC	Fairmont
    MHC	 	 	 
	10.05	SMC	Gansett
    MHC	 	 	 
	10.06	SMC	Elsinore
    Hills RV Park	 	 	 
	10.07	SMC	Flying
    A MHC	 	 	 
	10.08	SMC	Golden
    Arrow MHC	 	 	 
	11	Barclays	Perry
    Hall Centre and Perry Hall Square	Robert
    V. Gothier, Jr. and Mark X. DiSanto	0.00125%	0.00250%
	12	BSPRT	The
    Shoppes at Eagle Point	CBL
    & Associates Limited Partnership	0.00125%	0.00250%
	13	BSPRT	Village
    at Mitchell Ranch	Robert
    A. Davidsohn	0.00125%	0.00250%
	14	Barclays	Twin
    Spans Business Park and Delaware River Industrial Park	E. Thomas Harvey, III, E. Thomas Harvey III Revocable Trust U/A/D April 19, 1990, As Amended, JWH 217 Delaware Trust, JVWH 2017

                                                                                Delaware Trust, ETH 2017 Delaware Trust and TJH 2017 Delaware Trust
	0.00125%	0.00250%
	14.01	Barclays	350
    Anchor Mill Road	 	 	 
	14.02	Barclays	301
    Anchor Mill Road	 	 	 
	14.03	Barclays	400
    Ships Landing Way	 	 	 
	14.04	Barclays	800
    Ships Landing Way	 	 	 
	14.05	Barclays	6
    Dockview	 	 	 
	14.06	Barclays	501
    Ships Landing Way	 	 	 
	14.07	Barclays	250
    Anchor Mill Road	 	 	 
	14.08	Barclays	10
    Dockview Drive	 	 	 
	14.09	Barclays	7
    - 23 Harborview Drive	 	 	 
	14.10	Barclays	200
    Anchor Mill Road	 	 	 
	14.11	Barclays	300
    Anchor Mill Road	 	 	 
	14.12	Barclays	27
    - 55 Harborview Drive	 	 	 
	14.13	Barclays	100
    Ships Landing	 	 	 
	14.14	Barclays	600
    Ships Landing Way	 	 	 
	15	SMC	Stockton
    Self Storage Portfolio	Steven
    L. Diede	0.00125%	0.00250%
	15.01	SMC	Airport
    Road Self Storage	 	 	 
	15.02	SMC	Morada
    Self Storage	 	 	 
	15.03	SMC	Highway
    88 Self Storage	 	 	 
	15.04	SMC	Beckman
    Road Industrial	 	 	 
	15.05	SMC	Highway
    99 Self Storage	 	 	 
	15.06	SMC	Eight
    Mile Road Self Storage	 	 	 
	16	SMC	Deerfield
    and Courtyard Apartments	Gary
    W. Gates, Jr.	0.00125%	0.00250%
	16.01	SMC	Deerfield
    Apartments	 	 	 
	16.02	SMC	Courtyard
    Apartments	 	 	 
	17	SGFC	ABC
    Mini Storage Portfolio	Joseph
    F. Daley	0.00125%	0.00250%
	17.01	SGFC	ABC
    Mini Storage - West	 	 	 
	17.02	SGFC	ABC
    Mini Storage - Valley	 	 	 
	17.03	SGFC	ABC
    Mini Storage - North	 	 	 
	18	LMF	Sawmill
    Plaza	Daxaben
    Patel and Bharatbhai Patel	0.00125%	0.00250%
	19	SGFC	4S
    Ranch Village Center	Robert F. Buie, Robert F. Buie, as trustee of the Robert F. Buie and Pamela I. Buie Declaration of Trust Dated

                                                                                December 15, 1999 as Restated by the Robert F. Buie and Pamela I. Buie Family Trust Under Restatement of

                                                                                Trust Dated December 22, 2005 and D.W.O. Enterprises, Inc.
	0.00125%	0.00250%
	20	Barclays	The
    Summit	KKR
    Property Partners Americas (EEA) SCSp and KKR Property Partners Americas L.P.	0.02500%	0.02625%
	20.01	Barclays	Summit
    1, 2	 	 	 
	20.02	Barclays	Summit
    3	 	 	 
	21	SGFC	Hamilton
    Commons	Francis
    Greenburger	0.00125%	0.00250%
	22	Barclays	Church
    Ranch Corporate Center	Ken
    Crockett, Mark Koehler and Bryan Wrigley	0.00125%	0.00250%
	23	Natixis	Oak
    Ridge Office Park	John
    C. Harvey and Edward J. Sussi	0.00125%	0.00250%
	23.01	Natixis	Oak
    Ridge Technical Center	 	 	 
	23.02	Natixis	Oak
    Ridge Corporate Center	 	 	 
	24	SGFC	Kalamazoo
    Distribution Center	J.C.A.
    Gift Trust, dated July 9, 1992	0.00125%	0.00250%
	25	Barclays	Corpus
    Christi Portfolio	Sanjeev
    Amin and Rupesh Amin	0.00125%	0.00250%
	25.01	Barclays	The
    Staybridge Suites	 	 	 
	25.02	Barclays	The
    Holiday Inn Express & Suites	 	 	 
	26	UBS
    AG	Rosedale
    & Soundview	Harriet R. Shanus 2009 Family Trust FBO Corey Shanus, Harriet R. Shanus 2009 Family Trust FBO Sarene

                                                                                Shanus and Corey R. Shanus
	0.00125%	0.00250%



 






    	 	 
29
	 



    


    

BBCMS Mortgage
Trust 2022-C16


MORTGAGE
LOAN SCHEDULE   


	Sequence
    #	Seller	Property
    Name	Sponsor	Primary
    Servicing Fee	Total
    Servicing Fee
	27	Barclays	Panther
    Lake Shopping Center	I.
    Jay Kerner	0.00125%	0.00250%
	28	LMF	Biotrial
    Medical Center	Biotrial,
    Inc. and Biotrial Research, S.A.S	0.00125%	0.00250%
	29	Barclays	Moonwater
    Office Portfolio	Ofir
    Hagay, Ryan Tedder and Keith Kantrowitz	0.00125%	0.00250%
	29.01	Barclays	6543
    Las Vegas Boulevard South	 	 	 
	29.02	Barclays	6226
    West Sahara Avenue	 	 	 
	29.03	Barclays	10190
    Covington Cross Drive	 	 	 
	29.04	Barclays	1450
    Center Crossing Road	 	 	 
	29.05	Barclays	6551
    Las Vegas Boulevard South	 	 	 
	29.06	Barclays	9901-9921
    Covington Cross Drive	 	 	 
	30	Barclays	Magnolia
    Square	Clarke
    M. Williams, III and Donald M. Jarreau, Jr.	0.00125%	0.00250%
	31	UBS
    AG	Nona
    Commons	Lexin
    Capital LLC	0.00125%	0.00250%
	32	Barclays	Walgreens
    - St Paul	Mark
    Jaffe	0.04125%	0.04250%
	33	SMC	Aragona
    Retail Portfolio	Aragona
    Properties LLC and Holiday Enterprises LLC	0.05000%	0.05125%
	33.01	SMC	Macomb
    Centre Plaza	 	 	 
	33.02	SMC	River
    Park Plaza	 	 	 
	34	BSPRT	Centennial
    Plaza	Eron
    Sodie and Isaac Pretter	0.00125%	0.00250%
	35	SGFC	Great
    American Self Storage	David
    L. Baron and David Gandolfo	0.00125%	0.00250%
	36	Barclays	South
    Valley Center	Rodney
    A. Mitchell	0.00125%	0.00250%
	37	LMF	127
    8th Avenue Leased Fee	Vincent
    J. Ponte	0.00125%	0.00250%
	38	SGFC	Go
    Store It Crossville	Ryan
    L. Hanks	0.00125%	0.00250%
	39	Barclays	965-977
    Frankford Avenue	Paul
    Horos and Craig Elkind	0.00125%	0.00250%
	40	SMC	Home2
    Suites Bedford	Heeten
    Masters, Atul Masters and Ketan Masters	0.00125%	0.00250%
	41	BSPRT	Edwards
    Landing Apartments	Gregg
    R. Wexler	0.00125%	0.00250%
	42	Barclays	Holiday
    Inn Express - Memphis, TN	Sukhdev
    Thind 	0.00125%	0.00250%
	43	LMF	Shops
    at The Domain	Joseph
    D. Goveia and Bruce M. Kahl, Jr.	0.00125%	0.00250%
	44	SMC	275
    Commerce	Yaakov
    Prager	0.00125%	0.00250%
	45	LMF	CVS
    Pawtucket	Matthew
    E. Diener and Julianne Diener	0.00125%	0.00250%
	46	SGFC	Candlewood
    Suites Elgin	Mahendra
    A. Yogina	0.00125%	0.00250%
	47	Barclays	Load
    and Lock Self Storage	George
    Thacker, Lawrence Charles Kaplan and Richard Schontz	0.00125%	0.00250%
	48	UBS
    AG	Hartsville
    Crossing	Thomas
    F. Hahn, Jr.	0.00125%	0.00250%
	49	LMF	Washington
    MHC Portfolio	Benjamin
    W. Shoval	0.00125%	0.00250%
	50	Barclays	5400-5450
    W. Atlantic Blvd	Andrew
    Perkins	0.00125%	0.00250%
	51	LMF	Walgreens
    McDonough	Brian
    Kabateck, Roxanne Hampton and Kabateck/Hampton Living Trust, dated February 22, 2006	0.00125%	0.00250%
	52	SMC	701
    Van Duzer Street	David
    Banda and Chaim Landau	0.00125%	0.00250%
	53	LMF	Marymoor
    Self Storage	Stephen
    H. Garrison, Wayne David Ristig, Luke 19:10 Trust and Ristig Family Trust	0.00125%	0.00250%
	54	SMC	28818
    Cinco Ranch	Richard
    Neil Rainer and Clayton Lee McDaniel	0.04125%	0.04250%
	55	SMC	The
    Storage Depot	Jason
    Lami and Samir Mistry	0.00125%	0.00250%
	56	LMF	Walgreens
    Plainfield	Brian
    Kabateck, Roxanne Hampton and Kabateck/Hampton Living Trust, dated February 22, 2006	0.00125%	0.00250%
	57	SMC	CVS
    Fourth Street	Dennis
    Townsend	0.00125%	0.00250%
	58	LMF	Walgreens
    House Springs	Brian
    Kabateck, Roxanne Hampton and Kabateck/Hampton Living Trust, dated February 22, 2006	0.00125%	0.00250%
	59	Barclays	Inner
    Space Storage	George
    Thacker, Lawrence Charles Kaplan and Richard Schontz	0.00125%	0.00250%
	60	LMF	Lamplighter
    MHC	Richard
    R. Nelson III and John C. Duffie	0.00125%	0.00250%



 






    	 	 
30
	 



    


    

 




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-C16


[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-C16, Commercial Mortgage Pass-Through Certificates,
Series 2022-C16



Ladies and Gentlemen:


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated and effective as of June 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, LNR Partners, LLC, as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, on behalf of the holders of BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates,
Series 2022-C16 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,






 



* Purchaser must select one of the following two certifications.


 




    	 	Exhibit C-1	 



    


    



as amended (the “Securities Act”)
or any entity in which all of the equity owners are “accredited investors” within the meaning of Rule 501(a)(1), (2),
(3) or (7) of Regulation D (each, an “Institutional Accredited Investor”) and has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and risks of its investment in the Certificates, and the Purchaser
and any accounts for which it is acting are each able to bear the economic risk of the Purchaser’s or such account’s investment.
The Purchaser is acquiring the Certificates purchased by it for its own account or for one or more accounts, each of which is an Institutional
Accredited Investor, as to each of which the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to reimburse
the Trust for any costs incurred by it in connection with this transfer.


		☐	The Purchaser is a “qualified institutional buyer” (a “QIB”) within the
meaning of Rule 144A (“Rule 144A”) under the Securities Act. The Purchaser is aware that the transfer is being made
in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information required to be provided pursuant to
paragraph (d)(4)(i) of Rule 144A.




2.       The
Purchaser’s intention is to acquire the Certificates (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view to, or
for resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate) to Institutional
Accredited Investors, subject in the case of clause (ii) above to (w) the receipt by the Certificate Registrar of a letter
substantially in the form hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel acceptable to the Trustee
and Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act, (y) the receipt
by the Certificate Registrar of such other evidence acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer
is in compliance with the Securities Act and other applicable laws and (z) a written undertaking to reimburse the Trust for any costs
incurred by it in connection with the proposed transfer. The Purchaser understands that the Certificates (and any subsequent Certificates)
have not been registered under the Securities Act, by reason of a specified exemption from the registration provisions of the Securities
Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent to reoffer, resell,
pledge or transfer the Certificates only to certain investors in certain exempted transactions) as expressed herein.


3.       The
Purchaser has reviewed the Preliminary Prospectus and the Prospectus relating to the Offered Certificates (collectively, the “Prospectus”)
(and, with respect to Non-Registered Certificates, 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




    	 	Exhibit C-2	 



    


    


Act or the securities laws of any State or
any other jurisdiction, and that the Certificates cannot be reoffered, resold, pledged or otherwise transferred unless it is registered
or qualified thereunder or unless an exemption from such registration or qualification is available.


5.       The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an owner
of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects as if it were a
signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders present
and future.


6.       The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section 5.03
of the Pooling and Servicing Agreement.


7.       Check
one of the following:**


		☐	The Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal Revenue Service
(“IRS”) Form W-9 (or successor form).



		☐	The Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof, no taxes
will be required to be withheld by the Certificate Registrar (or its agent) with respect to distributions to be made on the Certificates.
The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form, as applicable),
which identifies such Purchaser as the beneficial owner of the Certificates and states that such Purchaser is not a U.S. Tax Person, (ii)
IRS Form W-8IMY (with all appropriate attachments) or (iii)]*** two
duly executed copies of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of the Certificates
and state that interest and original issue discount on the Certificates and Permitted Investments is, or is expected to be, effectively
connected with a U.S. trade or business. The Purchaser agrees to provide to the Certificate Registrar updated [IRS Form W-8BEN, IRS
Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the case may be,]*** any applicable successor IRS forms, or such other
certifications as the Certificate Registrar may reasonably request, on or before the date that any such IRS form or certification expires
or becomes obsolete, or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification furnished
by it to the Certificate Registrar.



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


 



** Each Purchaser
must select one of the two alternative certifications.


*** Does not
apply to a transfer of Class R Certificates.




    	 	Exhibit C-3	 



    


    


federal income tax regardless of its source
or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust, and one
or more such U.S. Tax Persons have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable
Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


8.       Please
make all payments due on the Certificates:****


	 	☐	(a)	by wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:










 




	 	Bank:		 



	 	ABA #:	 	 



		Account #:	 	




	 	Attention:	 	 






	 	☐	 (b)	by mailing a check or draft to the following address:










	 	 	 
	 	 	 
	 	 	 
	 	 	 	 





9.       If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership
for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships, trusts
or other pass-through entities by a Disqualified Non-U.S. Tax Person.


	 	 
	 	 
	 	Very truly yours,
	 	 	 
	 	 
	 	 	[The Purchaser]
	 	 	 
	 	 	 
	 	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-C16


[OR OTHER CERTIFICATE REGISTRAR]


		Re:	BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates, Series
2022-C16 (the “Certificates”) issued pursuant to the Pooling
and Servicing Agreement (the “Pooling and Servicing Agreement”), dated and effective as of June 1, 2022, between Barclays
Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and 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




    	 	Exhibit D-1-1	 



    


    


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


4.       The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


5.       The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is [__________].


6.       No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


7.       The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within
the meaning of an applicable income tax treaty, of the Purchaser or any other person.


8.       Check
the applicable paragraph:


☐       The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed the sum
of:


(i)      the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


(ii)     the
present value of the expected future distributions on such Class R Certificate; and


(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-C16


[OR OTHER CERTIFICATE REGISTRAR]


		Re:	BBCMS Mortgage
                                            Trust 2022-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16 (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 June 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, LNR Partners, LLC, as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer. All capitalized terms used but not otherwise defined herein shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Certificate Registrar,
that:


(1)       No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will be to impede
the assessment or collection of any tax.


(2)       The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit in the form attached to the Pooling and Servicing
Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained therein is false.


(3)       The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as contemplated
by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined that
the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that the Transferee
will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer of the Residual Certificates
may not be




    	 	Exhibit D-2-1	 



    


    


respected for United States income tax purposes
(and the Transferor may continue to be liable for United States income taxes associated therewith) unless the Transferor has conducted
such an investigation.


	 	 
	 	 
	 	Very truly yours,
	 	 	 
	 	 	(Transferor)
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:





 




    	 	Exhibit D-2-2	 



    


    


 


EXHIBIT D-3






FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS
OF

THE CLASS VRR CERTIFICATES



[Date]


Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Risk Retention Custody (CMBS) – BBCMS 2022-C16

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-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), dated and effective as of June 1, 2022, between Barclays Commercial Mortgage Securities LLC,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer,
Computershare Trust Company, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and
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 the Certificate Registrar and the “retaining sponsor” as such term is defined
in the Risk Retention Rules, that:


1.                 
The Purchaser is acquiring $[_____] Certificate Balance of the Class VRR Certificates from [_____] (the “Transferor”).


2.                 
The Purchaser is aware that the Certificate Registrar will not register any transfer of a Class VRR 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 VRR 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 VRR 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 the Risk Retention Rules, of
the Transferor (a “Majority-Owned Affiliate”).



		B.	It is not acquiring the Class VRR 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 VRR Certificate, it will remain a Majority-Owned
Affiliate.



		C.	The transfer will comply with all applicable provisions of the Risk Retention Rules.



		D.	It will be bound by the Credit Risk Retention Agreement, by and between Barclays Capital Real Estate Inc.,
Starwood Mortgage Capital LLC, Societe Generale Financial Corporation, UBS AG, by and through its branch office at 1285 Avenue of the
Americas, New York, New York, BSPRT CMBS Finance, LLC, LMF Commercial, LLC and Natixis Real Estate Capital LLC, dated and effective as
of June 7, 2022 (the “Credit Risk Retention Agreement”) as if it were a party to such agreement.



		E.	It hereby makes each representation set forth in Section 4(i) – (vii) of the Credit Risk Retention
Agreement.





    	 	Exhibit D-3-2	 



    


    


		F.	It consents to any additional restrictions or arrangements that shall be deemed necessary upon advice
of counsel to constitute a reasonable arrangement to ensure that its ownership of the Class VRR Certificates will satisfy the risk retention
requirements of the Transferor, in its capacity as [sponsor][originator] under the Risk Retention Rules.



		☐	The transfer will occur after the termination of the Transfer Restriction Period.



Capitalized terms used but
not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


IN WITNESS WHEREOF, the
Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________,
20__. 


	 	 	 
	 	 	 
	 	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 CLASS VRR CERTIFICATES


[Date]


Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Risk Retention Custody (CMBS) – BBCMS 2022-C16

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-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16 (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 VRR Certificates. The Certificates were issued pursuant to the Pooling and Servicing Agreement, dated and effective
as of June 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, LNR Partners, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The Transferor hereby certifies, represents and warrants to you that:


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 VRR 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 VRR 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:



		A.	The Transfer is in compliance with the Credit Risk Retention Agreement, by and between Barclays Capital
Real Estate Inc., Starwood Mortgage Capital LLC, Societe Generale Financial Corporation, UBS AG, by and through its branch office at 1285
Avenue of the Americas, New York, New York, BSPRT CMBS Finance, LLC, LMF Commercial, LLC and Natixis Real Estate Capital LLC , dated and
effective as of June 7, 2022 (the “Credit Risk Retention Agreement”).



		B.	The Transferee is a “majority-owned affiliate,” as such term is defined in the Risk Retention
Rules, of the Transferor.



		C.	The Transferor has complied in all material respects with all of the covenants in the Credit Risk Retention
Agreement during the period from the date of the Credit Risk Retention Agreement through and including the date of this transfer.



		D.	All of the representations and warranties made by the Transferor in the Credit Risk Retention Agreement
are true and correct as of the date of the transfer.



		E.	All of the transfer requirements set forth in Section 3 of the Credit Risk Retention Agreement have been
complied with through and including the date of the transfer.



 


		☐	The transfer will occur after the termination of the Transfer Restriction Period.



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__.




    	 	Exhibit D-4-2	 



    


    


 





	 	 	 
	 	 	 
	 		[TRANSFEROR]
	 	 	 	 
	 	 	 	 
	 		By:	
	 		 	Name:
	 		 	Title:





 




    	 	Exhibit D-4-3	 



    


    


 


[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-4-4	 



    


    


EXHIBIT E


FORM OF REQUEST FOR RELEASE

(for Custodian)


	Loan Information
	 	Name of Mortgagor:	

	 	[Master Servicer] 	

	 	[Special Servicer] 

Loan No.:	 
	Custodian
	 	Name:	Computershare Trust Company, National Association
	 	Address:	1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention:  Document Custody Group

BBCMS Mortgage Trust 2022-C16 

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-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16


The undersigned [Master Servicer]
[Special Servicer] hereby requests delivery from Computershare Trust Company, National Association, as custodian (the “Custodian”)
on behalf of Wilmington Trust, National Association, as trustee (the “Trustee”), for the Holders of BBCMS Mortgage
Trust 2022-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16, 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 June 1, 2022, between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Computershare Trust Company,
National Association, as Certificate Administrator, Wilmington




    	 	Exhibit E-1	 



    


    


Trust, National Association, as Trustee, and
Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer (the “Pooling and Servicing Agreement”).





	 	( )	 	 
	 	 	 	 
	 	( )	 	 
	 	 	 	 
	 	( )	 	 
	 	 	 	 
	 	( )	 	 






The undersigned [Master Servicer]
[Special Servicer] hereby acknowledges and agrees as follows:


(1)       The
[Master Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee, solely
for the purposes provided in the Pooling and Servicing Agreement.


(2)       The
[Master Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims, liens,
security interests, charges, writs of attachment or other impositions nor shall the [Master Servicer] [Special Servicer] assert or seek
to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise provided in the Pooling
and Servicing Agreement.


(3)       The
[Master Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless the Mortgage
Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds thereof have been remitted to the Collection
Account except as expressly provided in the Pooling and Servicing Agreement.


(4)       The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer] [Special
Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special Servicer] shall keep the
Documents separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s] possession, custody
or control.


	 	 	 
	 	 	 
	 	[____________]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:





Date: _________




    	 	Exhibit E-2	 



    


    


EXHIBIT F-1


FORM OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES


 


Computershare Trust Company, National Association


as Certificate Registrar


600 South 4th Street, 7th
Floor


Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C16


[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-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16



Ladies and Gentlemen:


The undersigned (the “Purchaser”)
proposes to purchase US$[___] aggregate initial [Certificate Balance] [Notional Amount] in the BBCMS Mortgage Trust 2022-C16, Commercial
Mortgage Pass-Through Certificates, Series 2022-C16, Class [X-F][X-G][X-H][X-J][F][G][H][J][VRR] Certificates issued pursuant to that
certain Pooling and Servicing Agreement, dated and effective as of June 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, LNR Partners, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and
Servicing Agreement.


In connection with such transfer,
the undersigned hereby represents and warrants to you as follows:


1.       The
Purchaser is not and will not be (a) an employee benefit plan or other plan subject to the fiduciary responsibility provisions of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or to Section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA),
or any other plan that is subject to any federal, state or local law (“Similar Law”) which is, to a material extent,
similar to the foregoing provisions of ERISA or the Code (each a “Plan”) or (b) a person acting on behalf of a
Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity by such a Plan or Plans and
the application of




    	 	Exhibit F-1-1	 



    


    


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 company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption
(“PTCE”) 95-60) under circumstances whereby the purchase and holding of Certificates by such insurance company will
be exempt from the prohibited transaction provisions of ERISA and the Code under Sections I and III of PTCE 95-60 (or, in the case
of a Plan subject to Similar Law, where the purchase, holding and disposition by such Plan will not constitute or result in a non-exempt
violation of applicable Similar Law).


2.       The
Purchaser understands that if the Purchaser is or becomes a Person referred to in 1(a) or (b) above, such Purchaser is required to
provide to the Trustee and the Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee, the
Certificate Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee
will not constitute or result in a non-exempt “prohibited transaction” within the meaning of ERISA or Section 4975 of
the Code or a non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Certificate
Registrar, the Master Servicer, the Special Servicer, any sub-servicer, the Initial Purchasers, the Underwriters, the Operating Advisor,
the Asset Representations Reviewer or the Depositor to any obligation or liability (including obligations or liabilities under ERISA,
Section 4975 of the Code or any such Similar Law) in addition to those set forth in the Pooling and Servicing Agreement, which Opinion
of Counsel shall not be at the expense of the Depositor, the Master Servicer, any sub-servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Certificate Registrar, the Operating Advisor, the Asset Representations Reviewer, the Initial Purchasers,
the Underwriters or the Trust.


IN WITNESS WHEREOF, the
Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.


	 	 
	 	 
	 	Very truly yours,
	 	 	 
	 	 
	 	 	[The Purchaser]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:


 







    	 	Exhibit F-1-2	 



    


    


EXHIBIT F-2


Form
of ERISA Representation Letter

regarding Class S and 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-C16


[OR OTHER CERTIFICATE REGISTRAR]


 


[Transferor]


[______]


[______]


Attention: [______]


		Re:	BBCMS Mortgage Trust
                                            2022-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16



Ladies and Gentlemen:


The undersigned (the “Purchaser”)
proposes to purchase [__]% Percentage Interest in the BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates, Series
2022-C16, [Class S][Class R] Certificates (the “[Class S][Class R]
Certificate”) issued pursuant to that certain Pooling and Servicing Agreement, dated and effective as of June 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, LNR Partners, LLC, as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to
such terms in the Pooling and Servicing Agreement.


In connection with such transfer,
the undersigned hereby represents and warrants to you that, with respect to the [Class S][Class R]
Certificates, 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







    	 	Exhibit F-2-1	 



    


    


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 S][Class
R] Certificate.


IN WITNESS WHEREOF, the
Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.


	 	 
	 	 
	 	Very truly yours,
	 	 	 
	 	 
	 	[The Purchaser]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:





Date: _________


 




    	 	Exhibit F-2-2	 



    


    


EXHIBIT G


FORM OF DISTRIBUTION DATE STATEMENT



See Annex B to the Prospectus.


 


 




    	 	Exhibit G-1	 



    


    


EXHIBIT H



FORM OF OMNIBUS ASSIGNMENT


[NAME OF CURRENT ASSIGNOR]
having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”)
for good and valuable consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers,
sets over and conveys, without recourse, representation or warranty, express or implied, unto “Wilmington Trust, National Association,
as Trustee for the benefit of the registered holders of BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates,
Series 2022-C16” (the “Assignee”), having an
office at 1100 North Market Street, Wilmington, Delaware 19890, Attn: CMBS Trustee – BBCMS 2022-C16, 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-C16

[OR OTHER CERTIFICATE REGISTRAR]


		Re:	BBCMS Mortgage Trust
                                            2022-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16, Class [__]



Reference is hereby made
to the Pooling and Servicing Agreement, dated and effective as of June 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, LNR Partners, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]) with
the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an exchange
or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS
No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


In connection with such request
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance with
the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation S (“Regulation S”)
under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby certify
that:





 



*
Select appropriate depository.




    	 	Exhibit I-1	 



    


    



(1)       the
offer of the Certificates was not made to a person in the United States;


[(2)     at the time the buy
order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States;]**


[(2)     the transaction was
executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting
on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements
of Rule 903(b) or 904(b) of Regulation S, as applicable; and


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative or
legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein are
made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Master
Servicer, the Special Servicer, the Asset Representations Reviewer 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-C16

            [OR OTHER CERTIFICATE REGISTRAR]


		Re:	BBCMS Mortgage Trust 2022-C16, Commercial
                                            Mortgage Pass-Through Certificates, Series 2022-C16, Class [__]



Reference is hereby made
to the Pooling and Servicing Agreement, dated and effective as of June 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, LNR Partners, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]) with
the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an exchange
or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of such Class (CINS
No. [______], ISIN No. [______], and Common Code No. [______]).


In connection with such request
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance with
the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S (“Regulation S”)
under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby certify
that:


(1)       the
offer of the Certificates was not made to a person in the United States,




    	 	Exhibit J-1	 



    


    


[(2)    at the time the buy
order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States,]*


[(2)     the transaction was
executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting
on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements
of Rule 903(b) or 904(b) of Regulation S, as applicable, and


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative or
legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein are
made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Master
Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


	 	 
	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:





Dated: ________


cc: Barclays Commercial Mortgage Securities LLC





 



* Insert one of these two provisions,
which come from the definition of “offshore transaction” in Regulation S.


 




    	 	Exhibit J-2	 



    


    


EXHIBIT K


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Rule 144A Book-Entry Certificate during Restricted Period


(Exchange or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


Computershare Trust Company, National Association,

as Certificate Registrar


600 South 4th Street, 7th
Floor


Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C16


		Re:	BBCMS Mortgage
                                            Trust 2022-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16, Class [__]



Reference is hereby made
to the Pooling and Servicing Agreement, dated and effective as of June 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, LNR Partners, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______]
and ISIN No. [______]) with [Euroclear] [Clearstream]*
(Common Code [______]) through the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor
has requested an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate
of such Class (CUSIP No. [______]).


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or transferred in accordance
with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”),
to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or for one or more accounts
with respect to which the transferee exercises sole investment discretion, and the transferee and any such account is a “qualified
institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting the requirements of Rule 144A
and in accordance with any applicable securities laws of any state of the United States or other applicable jurisdiction.





 



*
Select appropriate depository.


 




    	 	Exhibit K-1	 



    


    


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative or
legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein are
made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Master
Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers. 


	 	 
	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:





Dated: _______


cc: Barclays Commercial Mortgage Securities LLC


 




    	 	Exhibit K-2	 



    


    


EXHIBIT L


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


(Exchanges pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


Computershare Trust Company, National Association,

as Certificate Registrar


600 South 4th Street, 7th
Floor


Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C16


		Re:	BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates, Series
2022-C16, Class [__]



Reference is hereby made
to the Pooling and Servicing Agreement, dated and effective as of June 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, LNR Partners, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


[For purposes of acquiring
a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate of the Class specified above issued
under the Pooling and Servicing Agreement certifies that it is not a U.S. Person as defined by Regulation S under the Securities
Act of 1933, as amended.


We undertake to advise you
promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the Certificates
of the Class specified above held by you for our account if any applicable statement herein is not correct on such date, and in the absence
of any such notification it may be assumed that this certification applies as of such date.


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings
are commenced or threatened in connection with which this certificate is or would be relevant, we





 



*
      Select, as applicable.


 




    	 	Exhibit L-1	 



    


    


irrevocably authorize you to produce this
certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit
and the benefit of the Depositor, 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-C16


		Re:	BBCMS Mortgage Trust
                                            2022-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16, Class [__]



Reference is hereby made
to the Pooling and Servicing Agreement, dated and effective as of June 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, LNR Partners, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates for a
beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______]) to be
held with [Euroclear] [Clearstream]* (Common
Code [______]) through the Depository.


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance with
the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation S (“Regulation S”)
under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby certify
that:


(1)       the
offer of the Certificates was not made to a person in the United States;





 



*
Select appropriate depository.


 




    	 	Exhibit M-1	 



    


    


[(2)    at the time the buy
order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States;]**


[(2)     the transaction was
executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting
on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements
of Rule 903(b) or 904(b) of Regulation S, as applicable; and


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative or
legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein are
made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


	 	 
	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:





Dated: ________


cc: Barclays Commercial Mortgage Securities LLC





 



**     Insert one of these two provisions,
which come from the definition of “offshore transaction” in Regulation S.


 




    	 	Exhibit M-2	 



    


    


EXHIBIT N


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Regulation S Book-Entry Certificate


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


Computershare Trust Company, National Association,

as Certificate Registrar


600 South 4th Street, 7th
Floor


Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C16


		Re:	BBCMS Mortgage Trust 2022-C16, Commercial
                                            Mortgage Pass-Through Certificates, Series 2022-C16, Class [__]



Reference is hereby made
to the Pooling and Servicing Agreement, dated and effective as of June 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, LNR Partners, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates for a
beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance with
the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S (“Regulation S”)
under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby certify
that:


(1)       the
offer of the Certificates was not made to a person in the United States,




    	 	Exhibit N-1	 



    


    


[(2)     at the time the buy
order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States,]*


[(2)     the transaction was
executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting
on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements
of Rule 903(b) or 904(b) of Regulation S, as applicable, and


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative or
legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein are
made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer 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 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-C16


		Re:	BBCMS Mortgage Trust
                                            2022-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16, Class [__]



Reference is hereby made
to the Pooling and Servicing Agreement, dated and effective as of June 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, LNR Partners, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial
interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or transferred in accordance
with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”),
to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or for one or more accounts
with respect to which the transferee exercises sole investment discretion, and the transferee and any such account is a “qualified
institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting the requirements of Rule 144A
and in accordance with any applicable securities laws of any state of the United States or other applicable jurisdiction.


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings
are commenced or threatened in connection with which this certificate is or would be relevant, we




    	 	Exhibit O-1	 



    


    


irrevocably authorize you to produce this
certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit
and the benefit of the Depositor, 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

and/or THE risk retention consultation 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-C16

Email: trustadministrationgroup@wellsfargo.com;

           cts.cmbs.bond.admin@wellsfargo.com






		Re:	BBCMS Mortgage Trust
                                            2022-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16, Class [_] Certificates



In accordance with the
Pooling and Servicing Agreement, dated and effective as of June 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, LNR Partners, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer,
with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


1.       The
undersigned is either (a) a Certificateholder, a beneficial owner or prospective purchaser of the above-referenced Class [__] Certificates,
(b) a Companion Holder or (c) the Risk Retention Consultation Party (or any investment advisor or manager or other representative of the
foregoing).


2.       The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


3.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of a Certificate, the undersigned has
received a copy of the Prospectus.


4.       Other
than with respect to the Risk Retention Consultation Party, the undersigned is not a Borrower Party1.


5.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website





 



1    Including
any alternate definitions of borrower party, borrower restricted party, restricted holder or any other similar term under any related
Intercreditor Agreement.


 




    	 	Exhibit P-1A-1	 



    


    



[and/or is requesting the information identified
on the schedule attached hereto (also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement].
In consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned is
subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep any such
Information confidential shall expire one year following the date that the undersigned receives such Information (with respect to a prospective
purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the
Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would
require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall
indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred
thereby with respect to any such breach by the undersigned or any of its Representatives.


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has properly
certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s Website.


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto
by its duly authorized signatory, as of the date certified.


	 	 	 
	 	 	 
	 	By:	
	 		Title:
	 		Company:
	 	 	Phone:







    	 	Exhibit P-1A-2	 



    


    




EXHIBIT P-1B


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


[Date]


 


	Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax Number: (888) 706-3565	Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

BBCMS Mortgage Trust 2022-C16

Email:  trustadministrationgroup@wellsfargo.com

            cts.cmbs.bond.admin@wellsfargo.com
	 	 
	
    Park Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, New York, 10016

    Attention: BBCMS 2022-C16 Surveillance Manager

    With a copy sent contemporaneously via 

email to 

cmbs.notices@parkbridgefinancial.com
	
    Computershare Trust Company, National
    

Association

    600 South 4th Street, 7th
    Floor

    Minneapolis, Minnesota 55415

    Attention: Corporate Trust Services (CMBS)

    BBCMS Mortgage Trust 2022-C16

	 	 
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: BBCMS 2022-C16	
    LNR Partners, LLC

    2340 Collins Avenue, Suite 700

    Miami Beach, Florida 33139

    Attention: Heather Bennett and Job Warshaw

    Email: hbennett@lnrpartners.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com

	 	 


		Re:	BBCMS Mortgage Trust
                                            2022-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16, Class [_] Certificates



In accordance with the
Pooling and Servicing Agreement, dated and effective as of June 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, LNR Partners, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer,
with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:







    	 	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 Party1.


4.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto (also,
the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure
to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential (except from such
outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants
and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such
Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers,
directors, partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser only)
or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned
will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


5.       The
undersigned shall be fully liable for any breach of the terms of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers 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.





 



1
    Including any alternate definitions of borrower party, borrower restricted party, restricted holder or any other similar term under
any related Intercreditor Agreement.




    	 	Exhibit P-1B-2	 



    


    



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-C16

Email: 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-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16, Class [_] Certificates



In accordance with the
Pooling and Servicing Agreement, dated and effective as of June 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, LNR Partners, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer,
with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


1.       The
undersigned is either (a) a Certificateholder, a beneficial owner or a prospective purchaser of the above-referenced Class [__] Certificates
or (b) a Companion Holder (or any investment advisor or manager or other representative of the foregoing).


2.       The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


3.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of a Certificate, the undersigned has
received a copy of the Prospectus.


4.       The
undersigned is a Borrower Party1.





 



1
     Including any alternate definitions of borrower party, borrower restricted party, restricted holder or any other similar term under
any related Intercreditor Agreement. 


 




    	 	Exhibit P-1C-1	 



    


    



5.       The
undersigned is requesting access to the Distribution Date Statement pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the undersigned will keep the Distribution
Date Statement confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing
the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Distribution Date Statement will not, without the prior written consent of the Depositor,
be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part; provided, however, that the obligations
of the undersigned to keep any such Distribution Date Statement confidential shall expire one year following the date that the undersigned
receives such Distribution Date Statement (with respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial
owner or prospective purchaser of the Class of Certificates referenced above. The undersigned will not use or disclose the Distribution
Date Statement in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities
Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered
pursuant to Section 5 of the Securities Act.


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall
indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred
thereby with respect to any such breach by the undersigned or any of its Representatives.


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statements on the
Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify
whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has made
the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


	 	 	 
	 	 	 
	 	By:	
	 		Title:
	 		Company:
	 	 	Phone:



 






    	 	Exhibit P-1C-2	 



    


    



EXHIBIT P-1D


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


[Date]


 


	Midland Loan Services, a Division of PNC 

Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division 

Head

Fax Number: (888) 706-3565	Computershare Trust Company, National 

Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C16

Email:  trustadministrationgroup@wellsfargo.com

            cts.cmbs.bond.admin@wellsfargo.com
	 	 
	
    Park Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, New York, 10016

    Attention: BBCMS 2022-C16 Surveillance Manager

    With a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com
	
    Computershare Trust Company, National
    

Association

    600 South 4th Street, 7th
    Floor

    Minneapolis, Minnesota 55415

    Attention: Corporate Trust Services (CMBS)

    BBCMS Mortgage Trust 2022-C16

	 	 
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: BBCMS 2022-C16	
    LNR Partners, LLC

    2340 Collins Avenue, Suite 700

    Miami Beach, Florida 33139

    Attention: Heather Bennett and Job Warshaw

    Email: hbennett@lnrpartners.com, 

jwarshaw@lnrpartners.com
    and lnr.cmbs.notices@lnrproperty.com

	 	 


		Re:	BBCMS Mortgage Trust
                                            2022-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16, Class [_] Certificates



In accordance with the
Pooling and Servicing Agreement, dated and effective as of June 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, LNR Partners, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer,
with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:







    	 	Exhibit P-1D-1	 



    


    


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 Party1 with respect
to the following [Excluded Loan][Excluded Controlling Class Loan](s):


[IDENTIFY [EXCLUDED
LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


The undersigned is not
a Borrower Party2 with respect to any other
Mortgage Loan.


3.       The
undersigned has received a copy of the Prospectus.


4.       Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling
and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s Website
[and/or is requesting the information identified on the schedule attached hereto (also, the “Information”) pursuant
to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the Information, or
the access thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting it in making
an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental
or banking authorities or agencies to which the undersigned is subject), and such Information will not, without the prior written consent
of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives
(collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided, however,
that the obligations of the undersigned to keep any such Information confidential shall expire one year following the date that the undersigned
receives such Information (with respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective
purchaser of the Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which
could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the
Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


5.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent 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,





 



1    
Including any alternate definitions of borrower party, borrower restricted party, restricted holder or any other similar term under
any related Intercreditor Agreement.


2    Including any alternate definitions of borrower party, borrower restricted party, restricted holder or any other similar term under
any related Intercreditor Agreement. 


 




    	 	Exhibit P-1D-2	 



    


    




the Certificate Administrator, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust
Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


7.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly provide
any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees
or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related Borrower Party or
the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in
the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in order
to comply with the obligations described in clause (i) above.


8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has properly
certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s Website.


9.       The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through][[for use by the initial
Controlling Class Certificateholder] PDF] form has been delivered in accordance with the notice provisions of the Pooling and Servicing
Agreement to the applicable Information provider listed above [(a) by overnight courier, (b) mailed by registered mail, postage prepaid
or (c) [for use by the initial Controlling Class Certificateholder] electronic mail].


10.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has made
the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


	 	 	 
	 	 	 
	 	[Directing Certificateholder][Holder of the majority
	 	 	of the Controlling Class][Controlling Class
	 	 	Certificateholder]
	 	 	 
	 	 	 
	 	By:	
	 	 	Name:
	 		Title:
	 		Company:
	 	 	Phone:





 


 




    	 	Exhibit P-1D-3	 



    


    


EXHIBIT P-1E


FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS
HOLDER


[Date]


	
     

    Midland Loan Services, a Division of PNC 

Bank, National Association

    10851 Mastin Street, Suite 700

    Overland Park, Kansas 66210

    Attention: Executive Vice President – Division 

Head

    Fax Number: (888) 706-3565
	Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

BBCMS Mortgage Trust 2022-C16

Email: trustadministrationgroup@wellsfargo.com                cts.cmbs.bond.admin@wellsfargo.com
	 	 
	
    Park Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, New York, 10016

    Attention: BBCMS 2022-C16 Surveillance 

Manager

    With a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com

     
	
    Computershare Trust Company, National
    

Association

    600 South 4th Street, 7th
    Floor

    Minneapolis, Minnesota 55415

    Attention: Corporate Trust Services (CMBS)

    BBCMS Mortgage Trust 2022-C16

	 	 
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: BBCMS 2022-C16	
    LNR Partners, LLC

    2340 Collins Avenue, Suite 700

    Miami Beach, Florida 33139

    Attention: Heather Bennett and Job Warshaw

    Email: hbennett@lnrpartners.com, 

jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com

	 	 


		Re:	BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16, Class [_]
Certificates



THIS NOTICE IDENTIFIES
AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE BBCMS MORTGAGE TRUST 2022-C16 COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 2022-C16 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:




    	 	Exhibit P-1E-1	 



    


    


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 Party1
with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”):


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


[[If applicable] For the
avoidance of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class Loan.] The undersigned
is not a Borrower Party2 with respect to
any other Mortgage Loan. If the undersigned becomes a Borrower Party with respect to any other Mortgage Loan or Whole Loan, the undersigned
agrees to and shall deliver the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the
applicable parties the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


As of the date above, the
undersigned is the beneficial owner of the following certificates, and is providing the below information to the addressees hereto for
purposes of their compliance with the Pooling and Servicing Agreement, including, among other things, the Certificate Administrator’s
determination as to whether a Consultation Termination Event is in effect with respect to the Excluded Loans listed in paragraph 2 if
any such mortgage loan is an Excluded Loan:


	CUSIP	Class	Outstanding Certificate Balance	Initial Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


3.                 
The undersigned is not a Borrower Party with respect to any other Mortgage Loan.


 



1   
Including any alternate definitions of borrower party, borrower restricted party, restricted holder or any other similar term under any
related Intercreditor Agreement.


2    Including any alternate definitions of borrower party, borrower restricted party, restricted holder or any other similar term under
any related Intercreditor Agreement. 




    	 	Exhibit P-1E-2	 



    


    


4.                 
 Except with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant
to the Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the Information,
or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting it in
making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such
governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not, without the prior
written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents
or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided,
however, that the obligations of the undersigned to keep any such Information confidential shall expire one year following the
date that the undersigned receives such Information (with respect to a prospective purchaser only) or is no longer a Certificateholder,
a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned will not use or disclose the
Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities
Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered
pursuant to Section 5 of the Securities Act.


5.                 
The undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as
defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the
undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access
to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


6.                 
The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


7.                 
To the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, 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




    	 	Exhibit P-1E-3	 



    


    


Administrator shall have no obligation to monitor,
determine or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


9.                 
[[For use by parties other than the initial Directing Certificateholder] The undersigned hereby certifies that an executed copy
of this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement
to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.] [[For use by the initial
Directing Certificateholder] The undersigned hereby certifies that an executed copy of this certification in PDF form has been delivered
in accordance with the terms of the Pooling and Servicing Agreement to each of the addressees listed above by electronic mail.]


10.             
The undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling
and Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not permitted
to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate
Administrator’s Website unless and until it has (i) delivered notice of the termination of the related Excluded Controlling Class
Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b) of the Pooling and Servicing Agreement.


11.             
The undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the
Initial Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing
this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative or
person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s) listed in
Paragraph 2 above.


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed
hereto by its duly authorized signatory, as of the date certified.


	 	 	 
	 	 	 
	 	[Directing Certificateholder][Holder of the majority
	 	 	of the Controlling Class][Controlling Class
	 	 	Certificateholder]
	 	 	 
	 	 	 
	 	By:	
	 	 	Name:
	 		Title:





Dated: _______




    	 	Exhibit P-1E-4	 



    


    


 


 


 


cc: Barclays Commercial Mortgage Securities LLC


 




    	 	Exhibit P-1E-5	 



    


    


EXHIBIT P-1F


FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS
HOLDER TO CERTIFICATE ADMINISTRATOR


[Date]


	
    Via: Email

    Computershare Trust Company, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services (CMBS)

    BBCMS Mortgage Trust 2022-C16

    trustadministrationgroup@wellsfargo.com;

    cts.cmbs.bond.admin@wellsfargo.com

    with a copy to:

     

    Computershare Trust Company, National
    Association

    8480 Stagecoach Circle

    Frederick, Maryland 21701-4747

    Attention: BBCMS Mortgage Trust 2022-C16



		Re:	BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16



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 Party1
with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”):





 




1
   Including any alternate definitions of borrower party, borrower restricted party, restricted holder or
any other similar term under any related Intercreditor Agreement.




    	 	Exhibit P-1F-1	 



    


    


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


3.                 
The following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the BBCMS Mortgage Trust 2022-C16 securitization should be revoked as to such users:





	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 






4.                 
The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such
[Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it (i) is no longer
an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s), (ii) has delivered notice
of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an investor certification in the form
of Exhibit P-1B to the Pooling and Servicing Agreement.


Capitalized terms used but not defined herein
have the respective meanings given to them in the Pooling and Servicing Agreement.


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


	 	 	 
	 	 	 
	 	[Directing Certificateholder][Holder of the majority
	 	 	of the Controlling Class][Controlling Class
	 	 	Certificateholder]
	 	 	 
	 	 	 
	 	By:	
	 	 	Name:
	 		Title:





Dated: _______


cc: Barclays Commercial Mortgage Securities LLC




    	 	Exhibit P-1F-2	 



    


    


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,

as Certificate Administrator


	 	 
	 	 
		 
	Name:	 
	Title:	 







    	 	Exhibit P-1F-3	 



    


    


EXHIBIT P-1G


 


Form of
Certification of the Directing Certificateholder


 


[Date]


	
     

    Midland Loan Services, a Division of PNC 

Bank, National Association

    10851 Mastin Street, Suite 700

    Overland Park, Kansas 66210

    Attention: Executive Vice President – Division 

Head

    Fax Number: (888) 706-3565
	Computershare Trust Company, National 

Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

BBCMS Mortgage Trust 2022-C16

Email: trustadministrationgroup@wellsfargo.com

             cts.cmbs.bond.admin@wellsfargo.com
	 	 
	
    Park Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, New York, 10016

    Attention: BBCMS 2022-C16 Surveillance 

Manager

    With a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com

     
	
    Computershare Trust Company, National
    Association

    600 South 4th Street, 7th
    Floor

    Minneapolis, Minnesota 55415

    Attention: Corporate Trust Services (CMBS)

    BBCMS Mortgage Trust 2022-C16

	 	 
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: BBCMS 2022-C16	
    LNR Partners, LLC

    2340 Collins Avenue, Suite 700

    Miami Beach, Florida 33139

    Attention: Heather Bennett and Job Warshaw

    Email: hbennett@lnrpartners.com, 

jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com

	 	 


		Re:	BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16



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.       [[FOR
USE WITH BORROWER PARTY:]The undersigned is a Borrower Party1
with respect to the [EXCLUDED LOAN] Mortgage Loan.] The undersigned is not a





 



1
  Including any alternate definitions of borrower party, borrower restricted party, restricted holder or any other
similar term under any related Intercreditor Agreement. 







    	 	Exhibit P-1G-1	 



    


    


Borrower Party [[FOR USE WITH BORROWER
PARTY:]with respect to any other Mortgage Loan].


3.       [[FOR
USE WITH NON-BORROWER PARTY:]If the undersigned becomes a Borrower Party2
with respect to any Mortgage Loan or Whole Loan, the][[FOR USE WITH BORROWER PARTY:]The] undersigned agrees to and shall deliver the certification
attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached as Exhibit
P-1E and Exhibit P-1F to the Pooling and Servicing Agreement [[FOR USE WITH BORROWER PARTY:]with respect to the [EXCLUDED LOAN] Mortgage
Loan and shall deliver such certificates with respect to any other Mortgage Loan as to which it becomes a Borrower Party].


4.       [[For
use with any Directing Certificateholder other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed
copy of this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement
to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.]


5.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


BY ITS CERTIFICATION HEREOF,
the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as
of the date certified.


	 	 	 
	 	 	 
	 	[Directing Certificateholder]
	 	 	 
	 	 	 
	 	By:	
	 	 	Name:
	 		Title:


Dated: _______


cc: Barclays Commercial Mortgage Securities LLC





 



2
Including any alternate definitions of borrower party, borrower restricted party, restricted holder or any other similar term under
any related Intercreditor Agreement. 


 




    	 	Exhibit P-1G-2	 



    


    


EXHIBIT P-1H




FORM OF CERTIFICATION OF THE RISK RETENTION CONSULTATION PARTY


[Date]


	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 BBCMS 

2022-C16

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	
    LNR Partners, LLC

    2340 Collins Avenue, Suite 700

    Miami Beach, Florida 33139

    Attention: Heather Bennett and Job Warshaw

    Email: hbennett@lnrpartners.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware  19890

Attention:  CMBS Trustee BBCMS 2022-C16

CMBSTrustee@wilmingtontrust.com
	
    

    Park Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, New York, 10016

    Attention: BBCMS 2022-C16 Surveillance 

Manager

    With a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com

     
	 


		Re:	BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16



In accordance with Section 3.23 of the Pooling and
Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned has been appointed to act as the Risk Retention Consultation Party.



		2.	[[FOR USE WITH BORROWER PARTY:]The undersigned is a Borrower Party11
with respect to the [EXCLUDED LOAN] Mortgage Loan.] The undersigned is not a Borrower Party [[FOR USE WITH BORROWER PARTY:]with
respect to any other Mortgage Loan].






 



11    Including any alternate definitions
of borrower party, borrower restricted party, restricted holder or any other similar term under any related Intercreditor Agreement.




    	 	Exhibit P-1H-1	 



    


    


		3.	[[FOR USE WITH NON-BORROWER PARTY:]If the undersigned becomes a Borrower Party12
with respect to any Mortgage Loan or Whole Loan, the][[FOR USE WITH BORROWER PARTY:]The] undersigned agrees to and shall deliver the certification
attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached as Exhibit
P-1E and Exhibit P-1F to the Pooling and Servicing Agreement [[FOR USE WITH BORROWER PARTY:]with respect to the [EXCLUDED LOAN] Mortgage
Loan and shall deliver such certificates with respect to any other Mortgage Loan as to which it becomes a Borrower Party].



		4.	[[For Risk Retention Consultation Parties other than the initial Risk Retention Consultation Party]The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the notice
provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.]



		5.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the
Pooling and Servicing Agreement.



BY ITS CERTIFICATION HEREOF, the undersigned shall
have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


	 	 
	 	 
	 	[RISK RETENTION CONSULTATION 

PARTY]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:


 


 


Dated: [____] [__], 20[__]


 


 


cc: Barclays Commercial Mortgage Securities LLC





 



12   Including any
alternate definitions of borrower party, borrower restricted party, restricted holder or any other similar term under any related Intercreditor
Agreement.


 




    	 	Exhibit P-1H-2	 



    


    


EXHIBIT P-2


FORM OF CERTIFICATION FOR NRSROs


[Date]


 


Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951


Attention: Corporate Trust Services (CMBS) – BBCMS
2022-C16


		Attention:	BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates, Series
2022-C16



 


In accordance with the requirements
for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated and effective as of June 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, LNR Partners, LLC, as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby
certifies and agrees as follows:


1.       The
undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates; or


2.       The
undersigned is a nationally recognized statistical rating organization and either (x) has provided the Depositor with the appropriate
certifications under Exchange Act Rule 17g-5(e), had access to the Depositor’s 17g-5 website prior to the Closing Date, is
requesting access pursuant to the Agreement to certain information (the “Information”) on such 17g-5 website pursuant
to the provisions of the Agreement, and agrees that any confidentiality agreement applicable to the undersigned with respect to the information
obtained from the Depositor’s 17g-5 website prior to the Closing Date shall also be applicable to information obtained from the
17g-5 Information Provider’s Website (including without limitation, to any information received by the Depositor for posting on
the 17g-5 Information Provider’s Website), or (y) if the undersigned did not have access to the Depositor’s 17g-5 website
prior to the Closing Date, it hereby agrees that it shall be bound by the provisions of the confidentiality agreement attached hereto
as Annex A which shall be applicable to it with respect to any information obtained from the 17g-5 Information Provider’s
Website, including any information that is obtained from the section of the 17g-5 Information Provider’s Website that hosts the
Depositor’s 17g-5 website after the Closing Date.


The undersigned shall be
deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s Website
and the 17g-5 Information Provider’s Website.







    	 	Exhibit P-2-1	 



    


    


Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto
by its duly authorized signatory, as of the date certified.


	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:





 




    	 	Exhibit P-2-2	 



    


    


 


ANNEX A


CONFIDENTIALITY AGREEMENT


This Confidentiality Agreement (the “Confidentiality
Agreement”) is made in connection with Barclays Capital Inc. (together with its affiliates, the “Furnishing Entities”
and each a “Furnishing Entity”) furnishing certain financial, operational, structural and other information relating
to the issuance of the BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16 (the “Certificates”)
pursuant to the Pooling and Servicing Agreement, dated and effective as of June 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, LNR Partners, LLC, as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer and the assets underlying or referenced by the Certificates, including the identity of, and financial
information with respect to borrowers, sponsors, guarantors, managers and lessees with respect to such assets (together, the “Collateral”)
to you (the “NRSRO”) through the website of Computershare Trust Company, National Association, as 17g-5 Information
Provider under the Pooling and Servicing Agreement, including the section of the 17g-5 Information Provider’s Website that hosts
the Depositor’s 17g-5 website after the Closing Date (as defined in the Pooling and Servicing Agreement). Information provided by
each Furnishing Entity is labeled as provided by the specific Furnishing Entity.



		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



 




    	 	Exhibit P-2-4	 



    


    


be accorded the Confidential Information
if it so chooses. Unless otherwise required by a court or other governmental or regulatory authority to do so, and provided that you been
informed by written notice that the related Furnishing Entity is seeking a protective order or other reasonable assurance for confidential
treatment with respect to the requested Confidential Information, you agree not to disclose the Confidential Information while the Furnishing
Entity’s effort to obtain such a protective order or other reasonable assurance for confidential treatment is pending. You agree
to reasonably cooperate with each Furnishing Entity in its efforts to obtain a protective order or other reasonable assurance that confidential
treatment will be accorded to the portion of the Confidential Information that is being disclosed, at the sole expense of such Furnishing
Entity; provided, however, that in no event shall the NRSRO be required to take a position that such information should
be entitled to receive such a protective order or reasonable assurance as to confidential treatment. If a Furnishing Entity succeeds in
obtaining a protective order or other remedy, you agree to comply with its terms with respect to the disclosure of the Confidential Information,
at the sole expense of such Furnishing Entity. If a protective order or other remedy is not obtained or if the relevant Furnishing Entity
waives compliance with the provisions of this Confidentiality Agreement in writing, you agree to furnish only such information as you
are legally required to disclose, at the sole expense of the relevant Furnishing Entity.


		4.	Obligation to Return Evaluation Material. Promptly upon written request by or on behalf of the
relevant Furnishing Entity, all material or documents, including copies thereof, that contain Evaluation Material will be destroyed or,
in your sole discretion, returned to the relevant Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO may retain one
or more copies of any document or other material containing Evaluation Material to the extent necessary for legal or regulatory compliance
(or compliance with the NRSRO’s internal policies and procedures designed to ensure legal or regulatory compliance) and (b) the
NRSRO may retain any portion of the Evaluation Material that may be found in backup tapes or other archive or electronic media or other
documents prepared by the NRSRO and any Evaluation Material obtained in an oral communication; provided, that any Evaluation Material
so retained by the NRSRO will remain subject to this Confidentiality Agreement and the NRSRO will remain bound by the terms of this Confidentiality
Agreement.



		5.	Violations of this Confidentiality Agreement.



		a.	The NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the NRSRO or any
NRSRO Representative.



		b.	You agree promptly to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized
disclosure or use by any person of the Confidential Information which may come to your attention and to take all steps reasonably requested
by such Furnishing Entity to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.



		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



 




    	 	Exhibit P-2-5	 



    


    


accordance with their specific terms or
were otherwise breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance and injunctive
relief to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof, in addition
to any other remedy to which a Furnishing Entity may be entitled at law or in equity. It is further understood and agreed that no failure
to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise of any right, power or
privilege.


		6.	Term. Notwithstanding the termination or cancellation of this Confidentiality Agreement and regardless
of whether the NRSRO has provided a credit rating on a Security, your obligations under this Confidentiality Agreement will survive indefinitely.



		7.	Governing Law. This Confidentiality Agreement and any claim, controversy or dispute arising under
the Confidentiality Agreement, the relationships of the parties and/or the interpretation and enforcement of the rights and duties of
the parties shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and
to be performed within such State.



		8.	Amendments. This Confidentiality Agreement may be modified or waived only by a separate writing
by the NRSRO and each Furnishing Entity.



		9.	Entire Agreement. This Confidentiality Agreement represents the entire agreement between you and
the Furnishing Entities relating to the treatment of Confidential Information heretofore or hereafter reviewed or inspected by you. This
agreement supersedes all other understandings and agreements between us relating to such matters; provided, however, that,
if the terms of this Confidentiality Agreement conflict with another agreement relating to the Confidential Information that specifically
states that the terms of such agreement shall supersede, modify or amend the terms of this Confidentiality Agreement, then to the extent
the terms of this Confidentiality Agreement conflict with such agreement, the terms of such agreement shall control notwithstanding acceptance
by you of the terms hereof by entry into this website.



		10.	Contact Information. Notices for each Furnishing Entity under this Confidentiality Agreement, shall
be directed as set forth below:



 


Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019


Attention: Daniel Vinson


 


with a copy to:


 


Barclays Capital Real Estate Inc.


745 Seventh Avenue


New York, New York 10019


Attention: Steven P. Glynn


 




    	 	Exhibit P-2-6	 



    


    


 


 


 


 






    	 	Exhibit P-2-7	 



    


    

EXHIBIT P-3


ONLINE MARKET DATA PROVIDER CERTIFICATION


Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – BBCMS 2022-C16


		Attention:	BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates, Series
2022-C16



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 June 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, LNR Partners, LLC, as Special Servicer, Computershare
Trust Company, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge
Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the above-referenced certificates (the
“Certificates”), the undersigned hereby certifies and agrees as follows:


		1.	The undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., Interactive
Data Corp., Markit Group Limited, BlackRock Financial Management, Inc., CMBS.com, Inc., Moody’s Analytics, MBS Data, LLC, RealInsight,
KBRA Analytics, LLC, Thomson Reuters Corporation, DealView Technologies Ltd. or CRED iQ, a market data provider that has been given access
to the Statements to Certificateholders, CREFC® Reports and supplemental notices on www.ctslink.com (“CTSLink”)
by request of the Depositor.



		2.	The undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified
that the representation above remains true and correct.



		3.	The undersigned acknowledges and agrees that the provision to it of information and/or reports on CTSLink
is for its own use only, and agrees that it will not disseminate or otherwise make such information available to any other person without
the written consent of the Depositor.



		4.	The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself
or any of its Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trust Fund for any loss,



 




    	 	Exhibit P-3-1	 



    


    


liability or expense incurred thereby
with respect to any such breach by the undersigned or any of its Representatives.


		5.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the
Pooling and Servicing Agreement.



 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto
by its duly authorized signatory, as of the date certified.


	 	 	 
	 	 	 
	 	By:	
	 		Title:
	 		Company:
	 	 	Phone:







    	 	Exhibit P-3-2	 



    


    


EXHIBIT Q


CUSTODIAN CERTIFICATION/EXCEPTION REPORT


[DATE]


To the Persons Listed on the attached Schedule A


		Re:	BBCMS
                                            Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16



Ladies and Gentlemen:


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, dated and effective as of June 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, LNR Partners, LLC, as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, the undersigned, as Custodian, hereby certifies that, except
as noted on the attached Custodial Exception Report, as to each Mortgage Loan listed in the Mortgage Loan Schedule
(other than any Mortgage Loan paid in full or for which a Liquidation Event has occurred) the Custodian has, subject to Section 2.02(c)
of the Pooling and Servicing Agreement, reviewed the documents delivered to it pursuant to Section 2.01 of the Pooling and Servicing Agreement
and has determined that (i) subject to the final proviso of the definition of “Mortgage File”, all documents specified
in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii) (or with respect to clause (xii), a copy of such letter of credit and
the required officer’s certificate), if any, of the definition of “Mortgage File”, as applicable, are in its possession,
(ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Seller have been reviewed by it or by a Custodian
on its behalf and appear regular on their face and appear to be executed and to relate to such Mortgage Loan and (iii) based on such examination
and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in
clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct.


Capitalized words and phrases
used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY, 
	 	 	NATIONAL ASSOCIATION, 
	 	 	as Custodian
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:








    	 	Exhibit Q-1	 



    


    


SCHEDULE A


 


	
    Barclays Commercial Mortgage Securities LLC

    745 Seventh Avenue

    New York, New York 10019

    Attention: Daniel Vinson

     

    with a copy to:

     

    Barclays Capital Real Estate Inc.

    745 Seventh Avenue

    New York, New York 10019

    Attention: Steven Glynn

     
	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
	
    S&P Global Ratings

    55 Water Street, 41st Floor

    New York, New York 10041

    Attention: Commercial Mortgage Surveillance 

Manager

    E-mail: CMBS_Info_17g5@spglobal.com

     
	
    LNR Partners, LLC

    2340 Collins Avenue, Suite 700

    Miami Beach, Florida 33139

    Attention: Heather Bennett and Job Warshaw

    Email: hbennett@lnrpartners.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com

     

	DBRS, Inc.

22 W. Washington Street

Attention: CMBS Surveillance

Chicago, Illinois 60602

Cmbs.surveillance@morningstar.com	Computershare Trust Company, National 

Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

BBCMS Mortgage Trust 2022-C16

Telecopy Number:  (410) 715 2380

E-Mail: 

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Fitch Ratings, Inc.

300 West 57th Street

New York, New York 10019

Attention: Commercial Mortgage Surveillance Group

Facsimile No.:  (212) 635-0295

E-mail:  info.cmbs@fitchratings.com	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention:  CMBS Trustee BBCMS 2022-C16

Telecopy number:  (302) 636-4140

Email:  CMBSTrustee@wilmingtontrust.com
	 	 
	
    Park Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, New York, 10016

    Attention: BBCMS 2022-C16 Surveillance 

Manager

    With a copy sent contemporaneously via email to 
	
    [DIRECTING CERTIFICATEHOLDER NOTICE ADDRESS]

     

    [APPLICABLE MORTGAGE LOAN SELLER’S NOTICE ADDRESS]

	 	 




    	 	Exhibit Q-2	 



    


    





	cmbs.notices@parkbridgefinancial.com



 


 






    	 	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


KNOW ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association,
a national banking association, incorporated and existing under the laws of the United States, having its usual place of business at 1100
North Market Street, Wilmington, Delaware 19890, as trustee (the “Trustee”), pursuant to that Pooling and Servicing
Agreement, dated and effective as of June 1, 2022 (the “Agreement”), between Barclays Commercial Mortgage Securities
LLC, as the depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”),
LNR Partners, LLC, as special servicer, Computershare Trust Company, National Association, as certificate administrator, the Trustee,
as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, hereby constitutes and appoints
the Master Servicer, by and through the Master Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact, in the
Trustee’s name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage
Loans”) serviced by the Master Servicer and all properties (“Mortgaged Properties”) administered by the Master
Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably
necessary and appropriate to effectuate the enumerated transactions described in items 1 through 12 below with respect to the Mortgage
Loans and Mortgaged Properties; provided, however, that the documents described below may only be executed and delivered
by such Attorneys-in-Fact if such documents are required or permitted under the Agreement. Capitalized terms used herein and not otherwise
defined herein have the meanings set forth in the Agreement.


 


		1.	The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee and
draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.







		2.	The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the purpose
of correcting the Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct title errors discovered
after such



 




    	 	Exhibit R-1-1	 



    


    


title insurance was issued; provided that said modification
or re-recording, in either instance, (i) does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise
conforms to the provisions of the Agreement.






		3.	The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company or a government agency
or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.







		4.	The conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real estate
owned, or conveyance of title to real estate owned.







		5.	The completion of loan assumption agreements and transfers of interest in borrower entities.







		6.	The full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured thereby,
including, without limitation, cancellation of the related Mortgage Note.







		7.	The assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the sale or repurchase of the Mortgage
Loan secured and evidenced thereby.







		8.	The full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with the
refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.







		9.	The full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust, and
in the proceeds thereof, by way of, including but not limited to, taking title to any Mortgaged Property on behalf of the Trust, foreclosure,
the taking of a deed in lieu of foreclosure, or the completion of judicial or non-judicial foreclosure or the termination, cancellation
or rescission of any such foreclosure, the initiation, prosecution and completion of eviction actions or proceedings with respect to,
and/or any related litigation, including without limitation, guaranty or receivership litigation, or litigation on the note, or the termination,
cancellation or rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims
in bankruptcy proceedings, the initiation or defense of any litigation related to the ownership of any REO Property, including, without
limitation, any and all of the following acts:







		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and the deed of trust;







		b.	the preparation and issuance of statements of breach or non-performance;







		c.	the preparation and filing of notices of default and/or notices of sale;







		d.	the cancellation/rescission of notices of default and/or notices of sale;









    	 	Exhibit R-1-2	 



    


    


		e.	the taking of deed in lieu of foreclosure;







		f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy cases affecting Mortgage Notes,
Mortgages or deeds of trust;







		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction actions
or proceedings;







		h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but not limited
to appearing on behalf of the Trustee in quiet title actions;







		i.	the creation of a wholly-owned entity of the Trust for purposes of holding foreclosed property; and







		j.	the preparation and execution of such other documents and performance of such other actions as may be necessary under the terms of
the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs 9.a. through 9.h. above.



 


		10.	With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:







		a.	listing agreements;







		b.	purchase and sale agreements;







		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property to a party contracted to purchase
same;







		d.	escrow instructions; and







		e.	any and all documents necessary to effect the transfer of property.







		11.	Execute and/or file such documents and take such other action as is proper and necessary to defend the Trustee, solely in its capacity
as Trustee, in litigation and to resolve such litigation, provided that such resolution shall not include any admission of fault or wrongdoing
by the Trustee or, without the Trustee’s consent, subject the Trustee to any form of injunctive relief.







		12.	The modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement of
personal property.







		13.	The execution and delivery of the following:







		a.	any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created
by the Mortgage, deed of trust or





    	 	Exhibit R-1-3	 



    


    


other security document in the related Mortgage File or the
related Mortgaged Property and other related collateral;


 


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of partial or full defeasance,
and all other comparable instruments;



 


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests in borrowers,
consents to any subordinate financings to be secured by any related Mortgaged Property, consents to any mezzanine financing to be secured
by the ownership interests in a borrower, consents to and monitoring of the application of any proceeds of insurance policies or condemnation
awards to the restoration of the related Mortgaged Property, REO Property or otherwise, documents relating to the management, operation,
maintenance, repair, leasing and marketing of the related Mortgaged Properties or REO Properties (including agreements and requests by
any borrower with respect to modifications of the standards of operation and management of such Mortgaged Properties or the replacement
of asset managers), documents exercising any or all of the rights, powers and privileges granted or provided to the holder of any Mortgage
Loan under the related loan documents, lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental
arrangements, managing agreements, any easements, covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements
with respect to the Mortgaged Properties or REO Properties, instruments relating to the custody of any collateral that now secures or
hereafter may secure any Mortgage Loan and any other consents; and



 


		d.	any and all documents, instruments and certifications as are reasonably necessary to complete or accomplish the Master Servicer’s
duties and responsibilities under the Agreement.



 


The undersigned gives said Attorney-in-Fact full power and authority to
execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect the power or powers
granted by or under this Limited Power of Attorney as fully as the undersigned might or could do, and hereby does ratify and confirm to
all that said Attorney-in-Fact shall be effective as of the date set forth below.


 


This appointment is to be construed and interpreted as a limited power
of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it give rise to, and it is
not to be construed as a general power of attorney.


 


Solely to the extent that the Master Servicer has the power to delegate
its rights or obligations under the Agreement, the Master Servicer also has the power to delegate the authority given to it by Wilmington
Trust, National Association, as Trustee, under this Limited Power of Attorney, for purposes of performing its obligations and duties by
executing such additional powers of attorney in favor of its attorneys-in-fact as are necessary for such purpose. The Master Servicer's
attorneys-in-fact shall have no greater authority than that held by the Master Servicer.




    	 	Exhibit R-1-4	 



    


    


 


Nothing contained herein shall: (i) limit in any manner any indemnification
provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections afforded the Trustee under the Agreement,
or (iii) be construed to grant the Master Servicer the power to initiate or defend any suit, litigation or proceeding in the name of Wilmington
Trust, National Association except as specifically provided for herein or in the Agreement. If the Master Servicer receives any notice
of suit, litigation or proceeding in the name of Wilmington Trust, National Association, then the Master Servicer shall promptly forward
a copy of same to the Trustee.


 


This limited power of attorney is not intended to extend or limit the powers
granted to the Master Servicer under the Agreement or to allow the Master Servicer to take any action with respect to Mortgages, deeds
of trust or Mortgage Notes not authorized by the Agreement.


 


The Master Servicer hereby agrees to indemnify and hold the Trustee and
its directors, officers, employees and agents harmless from and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by reason or result of the negligent
use, or negligent or willful misuse, of this Limited Power of Attorney by the Master Servicer. The foregoing indemnity shall survive the
termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal of the Trustee under the Agreement.


 


This Limited Power of Attorney is entered into and shall be governed by
the laws of the State of New York, without regard to conflicts of law principles of such state.


 


Third parties without actual notice may rely upon the exercise of the power
granted under this Limited Power of Attorney; and may be satisfied that this Limited Power of Attorney shall continue in full force and
effect and has not been revoked unless an instrument of revocation has been made in writing by the undersigned.


 


IN WITNESS WHEREOF, Wilmington Trust, National Association, as Trustee
for BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16, has caused its corporate seal to be
hereto affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this
___________ day of ____________.


	 	 	 
	 	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, 
	 	 	as Trustee for BBCMS Mortgage Trust 
	 	 	2022-C16
	 	 	 
	 	 	 
	 	By:	
	 	 	Name:
	 		Title:





 




    	 	Exhibit R-1-5	 



    


    


       


 


	 	Prepared by: 	 	 
	 	 	 	
	 	 	 	 
	 	Name:	 	 
	 	 	 	 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 
	 	 	 	 



 


 







    	 	Exhibit R-1-6	 



    


    


 


State of Delaware}


County of ____}


 


On _______________________, before me, ______________________________Notary
Public, personally appeared ___________________________, who proved to me on the basis of


satisfactory evidence to be the person whose name is subscribed to the
within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on
the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY OF
PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


Witness my hand and official
seal.


 





		 	 
		 	Notary Public
		 	
	[SEAL]	 	 	 
	 	 	 	 
	My commission expires:	 	 	 
				
	 	 	 	 
	 	 	 	 
	 	 	 	 


 








    	 	Exhibit R-1-7	 



    


    


EXHIBIT R-2


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR SPECIAL SERVICER


RECORDING REQUESTED BY:


 


LNR Partners, LLC


2340 Collins Avenue, Suite 700


Miami Beach, Florida 33139


Attention: Leticia Alvarez


Fax Number: (305) 695-5601


Email: lnr.cmbs.notices@lnrproperty.com


 


 






SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association,
a national banking association, incorporated and existing under the laws of the United States, having its usual place of business at 1100
North Market Street, Wilmington, Delaware 19890, as trustee (the “Trustee”) pursuant to that Pooling and Servicing
Agreement, dated and effective as of June 1, 2022 (the “Agreement”), between Barclays Commercial Mortgage Securities
LLC, as the depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR Partners, LLC, as
special servicer (the “Special Servicer”), Computershare Trust Company, National Association, as certificate administrator,
the Trustee, as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, relating to
the BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16, hereby constitutes and appoints the
Special Servicer, by and through the Special Servicer’s officers and authorized employees, the Trustee’s true and lawful Attorney-in-Fact,
in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage
Loans”) serviced by the Special Servicer and all properties (“REO Properties”) administered by the Special
Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably
necessary and appropriate to effectuate the enumerated transactions described in items 1 through 13 below with respect to the Mortgage
Loans and REO Properties; provided however, that the documents described below may only be executed and delivered by such Attorneys-in-Fact
if such documents are required or permitted under the Agreement. Capitalized terms used herein and not otherwise defined herein have the
meanings set forth in the Agreement.


 


		1.	The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee and
to draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.







		2.	The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the purpose
of correcting such Mortgage or deed of trust to conform





    	 	Exhibit R-2-1	 



    


    


same to the original intent of the parties thereto or to correct
title errors discovered after such title insurance was issued; provided that said modification or re-recording, in either instance, (i)
does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions of the Agreement.






		3.	The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company or a government agency
or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.



 


		4.	The conveyance of any property to the mortgage insurer, or the closing of title to any mortgaged property (a “Mortgaged Property”)
to be acquired as REO Property, or conveyance of title to any REO Property.



 


		5.	The completion of loan assumption agreements and transfers of interest in borrower entities.



 


		6.	The full satisfaction/release of a Mortgage or full conveyance upon payment and discharge of all sums secured thereby, including,
without limitation, cancellation of the related promissory note.



 


		7.	The assignment of any Mortgage and the related promissory note and other loan documents, in connection with the purchase or repurchase
of the Mortgage Loan secured and evidenced thereby.



 


		8.	The full assignment of a Mortgage upon payment and discharge of all sums secured thereby in conjunction with the refinancing thereof,
including, without limitation, the assignment of the related promissory note and other loan documents.



 


		9.	The full enforcement of and preservation of the Trustee’s interests in any Mortgage or the related promissory note, and in the
proceeds thereof, by way of, including but not limited to, taking title to any Mortgaged Property on behalf of the Trust, foreclosure,
the taking of a deed-in-lieu of foreclosure, or the completion of judicial or non-judicial foreclosure and/or any related litigation,
including without limitation, guaranty or receivership litigation, or litigation on the note, or the termination, cancellation or rescission
of any such foreclosure, the initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination,
cancellation or rescission of any such eviction actions or proceedings, the initiation or defense of any litigation related to the ownership
of any REO Property, and the pursuit of title insurance, hazard insurance and claims in bankruptcy proceedings, including, without limitation,
any and all of the following acts:



 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and such deed of trust;







		b.	the preparation and issuance of statements of breach or non-performance;









    	 	Exhibit R-2-2	 



    


    


		c.	the preparation and filing of notices of default and/or notices of sale;







		d.	the cancellation/rescission of notices of default and/or notices of sale;







		e.	the filing, prosecution and defense of claims, and the appearance on behalf of the Trustee, in bankruptcy cases affecting any Mortgage
or the related promissory note;







		f.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction actions
or proceedings;







		g.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but not limited
to appearing on behalf of the Trustee in quiet title actions;



 


		h.	the creation of a wholly-owned entity of the Trust for purposes of holding foreclosed property; and







		i.	the preparation and execution of such other documents and the performance of such other actions as may be necessary under the terms
of the Mortgage or state law to expeditiously complete said transactions in paragraphs 9.a. through 9.h. above.



 


		10.	With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:







a.      
listing agreements;






b.     
purchase and sale agreements;






c.      
grant/warranty/quit claim deeds or any other deed causing the transfer of title of


the property to a party contracted to purchase same;






d.     
escrow instructions; and






e.      
any and all documents necessary to effect the transfer of property.


 


		11.	The modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement of
personal property.



 


		12.	Execute and/or file such documents and take such other action as is proper and necessary to defend the Trustee, solely in its capacity
as Trustee, in litigation and to resolve such litigation, provided that such resolution shall not include any admission of fault or wrongdoing
by the Trustee or, without the Trustee’s consent, subject the Trustee to any form of injunctive relief.



 


		13.	The execution and delivery of the following:



 




    	 	Exhibit R-2-3	 



    


    


		a.	any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created
by the Mortgage or other security document in the related Mortgage File or the related Mortgaged Property and other related collateral;



 


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of partial or full defeasance,
and all other comparable instruments;



 


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests in borrowers,
consents to any subordinate financings to be secured by any related Mortgaged Property, consents to any mezzanine financing to be secured
by the ownership interests in a borrower, consents to and monitoring of the application of any proceeds of insurance policies or condemnation
awards to the restoration of the related Mortgaged Property, REO Property or otherwise, documents relating to the management, operation,
maintenance, repair, leasing and marketing of the related Mortgaged Properties (including agreements and requests by any borrower with
respect to modifications of the standards of operation and management of such Mortgaged Properties or the replacement of asset managers)
or REO Properties, documents exercising any or all of the rights, powers and privileges granted or provided to the holder of any Mortgage
Loan under the related loan documents, lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental
arrangements, management agreements, any easements, covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements
with respect to the Mortgaged Properties or REO Properties, instruments relating to the custody of any collateral that now secures or
hereafter may secure any Mortgage Loan and any other consents; and



 


		d.	any and all documents, instruments and certifications as are reasonably necessary to complete or accomplish the Special Servicer’s
duties and responsibilities under the Agreement.



 


The undersigned gives said Attorney-in-Fact full power and authority to
execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect the power or powers
granted by or under this Limited Power of Attorney as fully as the undersigned might or could do, and hereby does ratify and confirm to
all that said Attorney-in-Fact shall be effective as of the date set forth below.


 


This appointment is to be construed and interpreted as a limited power
of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it give rise to, and it is
not to be construed as a general power of attorney.


 


Solely to the extent that the Special Servicer has the power to delegate
its rights or obligations under the Agreement, the Special Servicer also has the power to delegate the authority given to it by Wilmington
Trust, National Association, as Trustee, under this Limited Power of Attorney, for purposes of performing its obligations and duties by
executing such additional powers of




    	 	Exhibit R-2-4	 



    


    


attorney in favor of its attorneys-in-fact as are necessary for such purpose.
The Special Servicer's attorneys-in-fact shall have no greater authority than that held by the Special Servicer.


 


Nothing contained herein shall: (i) limit in any manner any indemnification
provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections afforded the Trustee under the Agreement,
or (iii) be construed to grant the Special Servicer the power to initiate or defend any suit, litigation or proceeding in the name of
Wilmington Trust, National Association except as specifically provided for herein or in the Agreement. If the Special Servicer receives
any notice of suit, litigation or proceeding in the name of Wilmington Trust, National Association (solely in its capacity as Trustee),
then the Special Servicer shall promptly forward a copy of same to the Trustee.


 


This limited power of attorney is not intended to extend or limit the powers
granted to the Special Servicer under the Agreement or to allow the Special Servicer to take any action with respect to Mortgages, deeds
of trust or the related promissory notes not authorized by the Agreement.


 


The Special Servicer hereby agrees to indemnify and hold the Trustee and
its directors, officers, employees and agents harmless from and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Trustee by reason or result
of the negligent use, or negligent or willful misuse, of this Limited Power of Attorney by the Special Servicer. The foregoing indemnity
shall survive the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal of the Trustee
under the Agreement.


 


This Limited Power of Attorney is entered into and shall be governed by
the laws of the State of New York, without regard to conflicts of law principles of such state.


 


IN WITNESS WHEREOF, Wilmington Trust, National Association, as Trustee
for BBCMS Mortgage Trust 2022-C16, has caused its corporate seal to be hereto affixed and these presents to be signed and acknowledged
in its name and behalf by a duly elected and authorized signatory this ___________ day of ____________.


	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as 

Trustee for BBCMS Mortgage Trust 2022-C16	 
	 	 	 	
	 		 	 
			 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	 	 	 
	 	Prepared by	 
	 	 	 	 
	 	 	 
	 	 	Name:	 



 







    	 	Exhibit R-2-5	 



    


    


 


 





	Witness:
	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 
	 	 	 	 





 







    	 	Exhibit R-2-6	 



    


    


 


State of Delaware}


County of ____}


 


On _______________________, before me, ______________________________Notary
Public, personally appeared ___________________________, who proved to me on the basis of


satisfactory evidence to be the person whose name is subscribed to the
within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on
the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY OF
PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


Witness my hand and official
seal.





	 	 	 
	 	 	 
		 	 
		 	Notary Public
		 	
	[SEAL]	 	 	 
	 	 	 	 
	My commission expires:	 	 	 
				
	 	 	 	 
	 	 	 	 
	 	 	 	 


 



    	 	Exhibit R-2-7	 



    


    

EXHIBIT S


INITIAL SERVICED COMPANION NOTEHOLDERS






	Loan	Companion
    Holder
	3075
    Olcott	Note
                                            A-1, Note A-5, Note A-6, Note A-7, Note A-8 and Note A-10

    UBS
    AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York

    1285 Avenue of the Americas

    New York, New York 10019

    Attention: Henry Chung

    Email: henry.chung@ubs.com

    with
    a copy to:

    UBS
    AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York

    1285 Avenue of the Americas

    New York, New York 10019

    Attention: Chad Eisenberger

    Email: chad.eisenberger@ubs.com

    with
    a copy to:

    Cadwalader,
    Wickersham & Taft LLP

    200 Liberty Street

    New York, New York 10281

    Attention: Frank Polverino, Esq.

    Facsimile No.: (212) 504-6666

    Email:
    frank.polverino@cwt.com

	70
    Hudson Street	Note
                                            A-A-1, Note A-A-3, Note A-A-4 and Note A-B


Natixis
Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Real Estate Administration

Facsimile: (212) 891-5777

Email: USCIBSAFAssetManagementTeam@natixis.com


with
a copy to:


Natixis
North America LLC

Office of the General Counsel

1251 Avenue of the Americas






    	 	Exhibit S-1	 



    


    


 


		
    

    New York, New York 10020

    for legal notices, with a copy to:

    CMBSlegal.notices@natixis.com

	Phoenix Industrial Portfolio VIII	
    Note A-2

    UBS AG, by and through its branch office at 1285 Avenue of the Americas,
    New York, New York

    1285 Avenue of the Americas

    New York, New York 10019

    Attention: Henry Chung

    Email: henry.chung@ubs.com

    with a copy to:

    UBS AG, by and through its branch office at 1285 Avenue of the Americas,
    New York, New York

    1285 Avenue of the Americas

    New York, New York 10019

    Attention: Chad Eisenberger

    Email: chad.eisenberger@ubs.com

    with a copy to:

    Cadwalader, Wickersham & Taft LLP

    200 Liberty Street

    New York, New York 10281

    Attention: Frank Polverino, Esq.

    Facsimile No.: (212) 504-6666

    Email: frank.polverino@cwt.com

	The Shoppes at Eagle Point	
    Note A-2

    BSPRT Finance Sub-Lender I, LLC

    1345 Avenue of the Americas, Suite 32A

    New York, New York 10105

    Attention: Micah Goodman

    with a copy to:

    Cadwalader, Wickersham & Taft LLP

    200 Liberty Street

    New York, New York 10281

    Attention: Jeffrey Rotblat, Esq.

    Facsimile No.: (212) 504-6401

    Email: Jeffrey.Rotblat@cwt.com





    	 	Exhibit S-2	 



    


    


 


 


	Stockton Self Storage Portfolio	
    Note A-2

    Depositor

    Citigroup Commercial Mortgage Securities Inc.

    388 Greenwich Street, 6th Floor

    New York, New York 10013

    Attention: Richard Simpson

    Fax number: (646) 328 2943

    with a copy to:

    Citigroup Commercial Mortgage Securities Inc.

    390 Greenwich Street, 5th Floor

    New York, New York 10013

    Attention: Raul Orozco

    Fax number: (347) 394 0898

    with a copy to:

    Citigroup Commercial Mortgage Securities Inc.

    388 Greenwich Street, 17th Floor

    New York, New York 10013

    Attention: Ryan M. O’Connor

    Fax number: (646) 862 8988

    with electronic copies e mailed to:

    Richard Simpson at richard.simpson@citi.com and Ryan M. O’Connor
    at ryan.m.oconnor@citi.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

    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




 






    	 	Exhibit S-3	 



    


    

 


	 	Special
                                            Servicer


Greystone Servicing
Company LLC

5221 N. O'Connor Blvd., Suite 800


Irving, TX 75039


Attention: Amy
Dixon, General Counsel


email:
amy.dixon@greyco.com


with a
copy to:


Jenna Unell, Senior
Managing Director,


email:
jenna.unell@greyco.com


Certificate
Administrator


Computershare
Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – CGCMT 2022-GC48


with a
copy to:


cts.cmbs.bond.admin@wellsfargo.com;
trustadministrationgroup@wellsfargo.com


Custodian


Computershare
Trust Company, National Association

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: Document Custody Group – CGCMT 2022-GC48


with a
copy to:


cmbscustody@wellsfargo.com


Trustee


Wilmington
Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Fax number: (302) 636 4140

Email: cmbstrustee@wilmingtontrust.com


Operating
Advisor and Asset Representations Reviewer


Park Bridge
Lender Services LLC

600 Third Avenue, 40th Floor





 






    	 	Exhibit S-4	 



    


    

 


	 	New
                                            York, New York 10016

                                            Attention: CGCMT 2022-GC48— Surveillance Manager


with copies
sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com


Initial
Controlling Class Representative


LD III
Sub IX, LLC

c/o Prime Finance

1330 Avenue of the Americas

Suite 2500

New York, New York 10019

Attention: Jon W. Brayshaw and Luke Dann


with a
copy to:


Polsinelli

900 West 48th Place

Suite 900

Kansan City, Missouri 64112

Attention: Kraig Kohring

Facsimile number: (816) 753-1536


	Oak
    Ridge Office Park	Note
                                            A-2

    Natixis
    Real Estate Capital LLC

    1251 Avenue of the Americas

    New York, New York 10020

    Attention: Real Estate Administration

    Facsimile: (212) 891-5777

    Email: USCIBSAFAssetManagementTeam@natixis.com

    with
    a copy to:

    Natixis
    Real Estate Capital LLC

    1251 Avenue of the Americas

    New York, New York 10020

    Attention: Office of the General Counsel

    for
    legal notices, with a copy to:

    legal.notices@natixis.com



 




    	 	Exhibit S-5	 



    


    


EXHIBIT T


FORM OF NOTICE RELATING TO THE NON-SERVICED
MORTGAGE LOANS


[Date]


 


[FOR THE ExchangeRight Net Leased
Portfolio #55 Mortgage Loan, the Bell Works Mortgage Loan, The Summit Mortgage Loan and the Hamilton Commons Mortgage Loan:


 


KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Facsimile number: (877) 379-1625

Email: Michael_a_tilden@keybank.com


with a copy to:


Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attn: Kraig Kohring

Fax Number: (816) 753-1536

Email: kkohring@polsinelli.com]


 


[FOR THE Yorkshire
& Lexington Towers Mortgage Loan, the 1888 Century Park East Mortgage Loan, the Twin Spans Business Park and Delaware River Industrial
Park Mortgage Loan and the Moonwater Office Portfolio Mortgage Loan:


 


Midland Loan Services, a Division of PNC Bank, National
Association


10851 Mastin Street, Suite 300

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax number: (888) 706-3565


 


with a copy to:


 


Stinson LLP

1201 Walnut Street

Suite 2900

Kansas City, Missouri 64106 2150

Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com

Fax Number: (816)-412-9338]




    	 	Exhibit T-1	 



    


    


 


[FOR THE ILPT LOGISTICS PORTFOLIO MORTGAGE LOAN:


 


Berkadia Commercial Mortgage LLC

323 Norristown Road, Suite 300

Ambler, Pennsylvania 19002

Attention: Executive Vice President – Servicing

Fax Number: (215) 328-3478


with a copy to:


Berkadia Commercial Mortgage LLC

323 Norristown Road, Suite 300

Ambler, Pennsylvania 19002

Attention: General Counsel


with copies sent contemporaneously via e-mail to:


mark.mccool@berkadia.com and Legalnotices@berkadia.com]


VIA EMAIL


		Re:	BBCMS
                                            Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16



Ladies and Gentlemen:


As you know, [KeyBank National
Association] [Midland Loan Services, a Division of PNC Bank, National Association] [Berkadia Commercial Mortgage LLC] acts as the master
servicer (the “Lead Master Servicer”) for the whole loan secured by the mortgaged propert[y][ies] identified as [Yorkshire
& Lexington Towers] [1888 Century Park East] [ExchangeRight Net Leased Portfolio #55] [Bell Works] [ILPT Logistics Portfolio] [Twin
Spans Business Park and Delaware River Industrial Park] [The Summit] [Hamilton Commons] [Moonwater Office Portfolio] (the “Subject
Whole Loan”) under the [CGCMT 2022-GC48] [BBCMS 2022-C14] [Benchmark 2022-B35] [ILPT 2022-LPFX] [SUMIT 2022-BVUE] [BBCMS 2021-C12]
[Benchmark 2022-B32] [pooling][trust] and servicing agreement (the “Lead PSA”). This is to inform you that Note [ ]
of the Subject Whole Loan (the “Subject Mortgage Loan”) has been transferred to BBCMS Mortgage Trust 2022-C16 pursuant
to that certain Pooling and Servicing Agreement, dated and effective as of June 1, 2022 (the “2022-C16 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 (in such capacity, the “2022-C16 Master Servicer”), LNR Partners, LLC, as
special servicer, Computershare Trust Company, National Association, as certificate administrator (the “2022-C16 Certificate
Administrator”), Wilmington Trust, National Association, as trustee (the “2022-C16 Trustee”), and Park Bridge
Lender Services LLC, as operating advisor and as asset representations reviewer, and that the 2022-C16 Trustee is the holder of the Subject
Mortgage Loan.




    	 	Exhibit T-2	 



    


    


The undersigned, as 2022-C16
Certificate Administrator, hereby directs you, in your capacity as the Lead Master Servicer of the Subject Whole Loan, to remit to the
2022-C16 Master Servicer all amounts payable to, and forward, deliver or otherwise make available, as the case may be, to the 2022-C16
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-C16
Pooling and Servicing Agreement) and the Lead PSA.


The Subject Mortgage Loan
[is] [is not] a Significant Obligor (as such term is defined in the 2022-C16 Pooling and Servicing Agreement) under the 2022-C16 Pooling
and Servicing Agreement.


Thank you for your attention
to this matter.


	 	 	 
	 	 	 
	 	 	COMPUTERSHARE TRUST COMPANY, 

NATIONAL ASSOCIATION, as Certificate 

Administrator for the Holders of the 

BBCMS Mortgage Trust 2022-C16,


Commercial Mortgage Pass-Through 

Certificates, Series 2022-C16
	 	 	 
	 	 	 
	 	By:	
	 	 	Name:
	 		Title:







    	 	Exhibit T-3	 



    


    


EXHIBIT U


FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


To:


	 	S&P Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

E-mail: CMBS_Info_17g5@spglobal.com	DBRS, Inc.

22 W. Washington Street

Attention: CMBS Surveillance

Chicago, Illinois 60602

Cmbs.surveillance@morningstar.com
	 	Fitch Ratings, Inc.

300 West 57th Street

New York, New York 10019

Attention: Commercial Mortgage Surveillance Group

Facsimile No.:  (212) 635-0295

E-mail:  info.cmbs@fitchratings.com	 





		From:	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 June 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, LNR Partners, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer.



		Date:	_________, 20___



		Re:	BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16



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:____________________

       ____________________



 




    	 	Exhibit U-1	 



    


    


Reference is made to the
Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to such terms
in the Pooling and Servicing Agreement.


As Master Servicer under
the Pooling and Servicing Agreement, we hereby:


(a)  
Notify you that the Mortgagor has consummated a defeasance of the Mortgage Loan 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.


(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.




    	 	Exhibit U-2	 



    


    


(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.


(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




    	 	Exhibit U-3	 



    


    


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 REPORT13


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 June 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, LNR Partners, LLC, as Special
Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Wilmington Trust, National Association, as
Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer.

Transaction: BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16

Operating Advisor: Park Bridge Lender Services LLC

Special Servicer: LNR Partners, LLC

Directing Certificateholder: LNR Securities Holdings, 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.	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.	[●] Mortgage Loans were the subject of a Major Decision as to which the Operating Advisor had consultation
rights pursuant to the Pooling and Servicing Agreement.



II.       Executive
Summary


Based on the requirements
and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in accordance
with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken a limited review
of the Special Servicer’s reported actions on the loans identified in this report. Based solely on such limited review of the items
listed in this report, and subject to





 



13
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	 



    


    



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.



	 	●	[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]





In connection with the
assessment set forth in this report, the Operating Advisor:


		1.	Reviewed the Asset Status Reports, 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 and [LIST OTHER REVIEWED INFORMATION] for the following [●] Specially Serviced Loans: [List
related mortgage loans].



		2.	Consulted with the Special Servicer as provided under the Pooling and Servicing Agreement. The Operating
Advisor’s analysis of the Asset Status Reports (including related net present value calculations and Appraisal Reduction Amount
calculations) related to the Specially Serviced Loans should be considered a limited investigation and not be considered a full or limited
audit. For instance, we did not review each page of the Special Servicer’s policy and procedure manuals (including amendments and
appendices), re engineer the quantitative aspects of their net present value calculator, visit any 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.



III. Specific Items of Review


		1.	The Operating Advisor reviewed the following items in connection with the generation of this report: [LIST
MATERIAL ITEMS].



		2.	During the prior year, the Operating Advisor consulted with the Special Servicer regarding its strategy
plan for a limited number of issues related to the following Specially Serviced Loans: [LIST]. The Operating Advisor participated in discussions
and made strategic observations and recommended alternative courses of action to the extent it deemed such observations and recommendations
appropriate.



		3.	Appraisal Reduction Amount calculations and net present value calculations:



 




    	 	Exhibit V-2	 



    


    


		4.	The Operating Advisor [received/did not receive] information necessary to recalculate and verify the accuracy
of the mathematical calculations and the corresponding application of the non discretionary portions of the applicable formulas required
to be utilized in connection with any Appraisal Reduction Amount or net present value calculations used in the special servicer’s
determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan prior to the
utilization by the special servicer.



		a.	The Operating Advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the application
of the applicable non discretionary portions of the formula] required to be utilized for such calculation.



		b.	After consultation with the special servicer to resolve any inaccuracy in the mathematical calculations
or the application of the non discretionary portions of the related formula in arriving at those mathematical calculations, such inaccuracy
[has been/ has not been] resolved.



		5.	The following is a general discussion of certain concerns raised by the Operating Advisor discussed in
this report: [LIST CONCERNS].



		6.	In addition to the other information presented herein, the Operating Advisor notes the following additional
items, if any: [LIST ADDITIONAL ITEMS].



IV. Assumptions, Qualifications and Disclaimers
Related to the Work Product Undertaken and Opinions Related to this Report


		1.	As provided in the Pooling and Servicing Agreement, the Operating Advisor (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.	Except as may have been reflected in any Asset Status Report, the Operating Advisor did not participate
in, or have access to, the Special Servicer’s and Directing Certificateholder’s discussion(s) regarding any Specially Serviced
Loan. The Operating Advisor does not have authority to speak with the Directing Certificateholder or Mortgagor directly. As such, the
Operating Advisor 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



 




    	 	Exhibit V-3	 



    


    


has no responsibility or authority to
alter the standards set forth therein or direct the actions of the Special Servicer.


		5.	Confidentiality and other contractual limitations limit the Operating Advisor’s ability to outline
the details or substance of any communications held between it and the Special Servicer regarding any Specially Serviced Loans and certain
information it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect
all the relevant information that the Operating Advisor is given access to by the Special Servicer.



		6.	There are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially Serviced
Loans. These include, but are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve changes, etc.
The Operating Advisor does not participate in any discussions regarding such actions. As such, the Operating Advisor has not assessed
the Special Servicer’s operational compliance with respect to those types of actions.



		7.	The Operating Advisor is not empowered to speak with any investors directly. If the investors have questions
regarding this report, they should address such questions to the certificate administrator through the certificate administrator’s
website.



		8.	This report does not constitute recommendations to buy, sell or hold any security, nor does the Operating
Advisor take into account market prices of securities or financial markets generally when performing its limited review of the Special
Servicer as described above. The Operating Advisor does not have a fiduciary relationship with any Certificateholder or any other party
or individual. Nothing is intended to or should be construed as creating a fiduciary relationship between the Operating Advisor and any
Certificateholder, party or individual.



Terms used but not defined
herein have the meaning set forth in the Pooling and Servicing Agreement.




    	 	Exhibit V-4	 



    


    


EXHIBIT W


 


Form
of Notice from Operating Advisor Recommending Replacement of Special Servicer


 


Wilmington Trust, National Association
       as Trustee

1100 North Market Street

Wilmington, Delaware 19890

Attention: BBCMS 2022-C16

Telecopy number: (302) 630-4140


Email: CMBSTrustee@wilmingtontrust.com


 


Computershare Trust Company, National Association

       as Certificate Administrator


9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C16


Email: trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com


 


LNR Partners, LLC

      as Special Servicer


2340 Collins Avenue, Suite 700


Miami Beach, Florida 33139


Attention: Heather Bennett and Job Warshaw


Email: hbennett@lnrpartners.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com


		Re:	BBCMS
Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16, 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 June 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, LNR Partners, LLC, as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, on behalf of the holders of BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates,
Series 2022-C16 (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.




    	 	Exhibit W-1	 



    


    


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 LNR Partners, 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: [________].


Based upon such assessment,
we further hereby recommend that LNR Partners, 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]


 


[LNR Partners, LLC


2340 Collins Avenue, Suite 700


Miami Beach, Florida 33139


Attention: Heather Bennett and Job Warshaw


Email: hbennett@lnrpartners.com, jwarshaw@lnrpartners.com and 

lnr.cmbs.notices@lnrproperty.com]


		Re:	Access to Certain Information Regarding BBCMS Mortgage Trust 2022-C16, Commercial
Mortgage Pass-Through Certificates, Series 2022-C16



Ladies and Gentlemen:


Reference is hereby made
to that certain Pooling and Servicing Agreement, dated and effective as of June 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, LNR Partners, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Defined terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.


[Midland Loan Services,
a Division of PNC Bank, National Association (“Midland”)/LNR Partners, LLC (“LNR”)] 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/LNR] 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/LNR] by third parties, (b) may
not have been verified by [Midland/LNR], and (c) may be incomplete or contain







    	 	Exhibit X-1	 



    


    


inaccuracies. The Company agrees that [Midland/LNR],
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/LNR]’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/LNR];
(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/LNR]; (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/LNR]’s election): (i) responses to reasonable written inquiries received
from the Company, (ii) conference calls conducted on a reasonably scheduled basis with [Midland/LNR]’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/LNR] 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/LNR] 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/LNR] shall cease to provide the Company with Confidential Information if [Midland/LNR]
has actual knowledge that the Company or its Representatives are affiliates of any borrower under the Mortgage Loan documents and [Midland/LNR]
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/LNR]’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/LNR] its successors
and assigns, from and against any resulting loss, cost, damage or expense undertaken, paid, awarded, assessed, incurred or suffered by
[Midland/LNR]. Company shall be liable to [Midland/LNR] for all court costs, reasonable and out of pocket attorneys’ fees and other
expenses incurred by [Midland/LNR] 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/LNR] 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/LNR]’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:]
	 	 	 
	 	 	 
	 	[LNR PARTNERS, 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-C16 (the “Exchange
Act periodic reports”);


2.                 
Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;


3.                 
Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the
period covered by this report is included in the Exchange Act periodic reports;


4.                 
Based on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except
as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements in all
material respects; and


5.                 
All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation
reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance
with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise
disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form
10-K.


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: [(A) Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and 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]].




    	 	Exhibit Y-1	 



    


    


Date:_________________________


	 	 
	 	 
		 
	[Chief Executive Officer] 

Barclays Commercial Mortgage Securities 

LLC (Senior officer in charge of the securitization of 

the depositor)	 
		 


 







    	 	Exhibit Y-2	 



    


    


EXHIBIT Z-1


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


BBCMS MORTGAGE TRUST 2022-C16 (the “Trust”)


The undersigned, __________,
a __________ of COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, on behalf of COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as
Certificate Administrator (the “Certificate Administrator”), under that certain Pooling and Servicing Agreement, dated
and effective as of June 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”), LNR Partners, LLC, as special servicer (the “Special Servicer”),
the Certificate Administrator, Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor
and as asset representations reviewer, certifies to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, [Name
of the Other Depositor] and [its][their respective] officers, directors and affiliates, to the extent that the following information is
within our normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that
they will rely upon this certification, that:


		1.	I have reviewed the annual report on Form 10-K for the fiscal year 20[__] (the “Annual
Report”), and all reports on Form 10-D and Form 8-K to be filed in respect of periods included in the year covered
by the Annual Report (collectively with the Annual Report, the “Reports”), of the Trust;



		2.	To my knowledge, the Reports taken as a whole, do not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by the Annual Report;



		3.	To my knowledge, the distribution information required to be provided by the Certificate Administrator
under the Pooling and Servicing Agreement for inclusion in the Reports is included in the Reports;



		4.	I am responsible for reviewing the activities performed by the Certificate Administrator under the Pooling
and Servicing Agreement and based on my knowledge and the compliance reviews conducted in preparing the Certificate Administrator compliance
statements required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except as disclosed on any Reports,
the Certificate Administrator has fulfilled its obligations in all material respects under the Pooling and Servicing Agreement; and



 




    	 	Exhibit Z-1-1	 



    


    


		5.	The report on assessment of compliance with servicing criteria applicable to the Certificate Administrator
for asset-backed securities with respect to the Certificate Administrator or any Servicing Function Participant retained by the Certificate
Administrator and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included
in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act
Rules 13a-18 and 15d-18 has been provided to the Depositor for inclusion as an exhibit to such Form 10-K. Any material instances
of noncompliance described in such reports have been provided to the Depositor for disclosure in such annual report on Form 10-K.



In giving the certifications
above, the Certificate Administrator has reasonably relied on information provided to it by the following unaffiliated persons: the Master
Servicer, the Special Servicer, the Depositor, the Trustee and/or the Custodian.


Capitalized terms used but
not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


Date:


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY, 

NATIONAL ASSOCIATION
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:





 




    	 	Exhibit Z-1-2	 



    


    


EXHIBIT Z-2


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


BBCMS MORTGAGE TRUST 2022-C16 (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 June 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”), LNR Partners, LLC, as special servicer (the “Special Servicer”),
Computershare Trust Company, National Association, as certificate administrator (the “Certificate Administrator”),
Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations
reviewer, on behalf of the Master Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor,
[Name of the Other Depositor] and [its][their respective] officers, directors and affiliates, and with the knowledge and intent that they
will rely upon this certification, that:


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), and assuming the accuracy of the statements required to be made by the Special Servicer in the special servicer backup
certificate delivered by the Special Servicer relating to the Relevant Period, all servicing information and all reports (the “Servicer
Reports”) required to be submitted by the Master Servicer to the Certificate Administrator pursuant to Sections 3.12(b)
and (d) of the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion
in all reports on Form 10-D or Form 8-K have been submitted by the Master Servicer to the Certificate Administrator for
inclusion in these reports;



		2.	Based on my knowledge, and assuming the accuracy of the statements required to be made by the Special
Servicer in the special servicer backup certificate delivered by the Special Servicer relating to the Relevant Period, the master servicing
information contained in the Servicer Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by these reports;



		3.	I am, or a Servicing Officer under my supervision is, responsible for reviewing the activities performed
by the Master Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance reviews conducted
in preparing the servicer compliance statements required to be delivered under Article XI of the Pooling and Servicing Agreement
for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB with respect to the Master Servicer, and except as disclosed
in the compliance certificate delivered by the Master Servicer under Section 11.09 of the





    	 	Exhibit Z-2-1	 



    


    


Pooling and Servicing Agreement, the
Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects during the Relevant Period;


		4.	The accountants that are to deliver the annual attestation report on assessment of compliance with the
Relevant Servicing Criteria in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been provided all
information relating to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them
to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and



		5.	The report on assessment of compliance with servicing criteria applicable to the Master Servicer for asset-backed
securities with respect to the Master Servicer or any Servicing Function Participant retained by the Master Servicer and related attestation
report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K
for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided
to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of
noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual
report on Form 10-K.



[In giving the certification
above, I have reasonably relied on and make no certification as to information provided to me by the following unaffiliated parties: [name(s)
of third parties (including the Special Servicer, but other than a Sub-Servicer, Additional Servicer or any other third party retained
by the Master Servicer that is not a Sub-Servicer appointed pursuant to Section 3.20 of the Pooling and Servicing Agreement)] and,
notwithstanding the foregoing certifications, neither I nor the Master Servicer makes any certification under the foregoing clauses (2)
and (3) with respect to the information in the Servicer Reports that is in turn dependent upon information provided by the Special
Servicer under the Pooling and Servicing Agreement. Solely with respect to the completeness of information and reports, I do not certify
anything other than that all fields of information called for in written reports prepared by the Master Servicer have been properly completed
and that any fields that have been left blank on their face have been done so in accordance with the CREFC procedures for such report.]




    	 	Exhibit Z-2-2	 



    


    


 


Capitalized terms used but
not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


Date:


	 	 
	 	 
	 	[MIDLAND LOAN SERVICES, A DIVISION OF 

PNC BANK, NATIONAL ASSOCIATION
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:]







    	 	Exhibit Z-2-3	 



    


    


EXHIBIT Z-3


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


BBCMS MORTGAGE TRUST 2022-C16 (the “Trust”)


I, [identify the certifying
individual], a [_______________ ] of LNR Partners, LLC, as Special Servicer under that certain Pooling and Servicing Agreement, dated
and effective as of June 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”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Computershare Trust Company,
National Association, as certificate administrator (the “Certificate Administrator”), Wilmington Trust, National Association,
as trustee (the “Trustee”), and Park Bridge Lender Services LLC, as operating advisor and as asset representations
reviewer, on behalf of the Special Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor,
[Name of the Other Depositor] and [its][their respective] officers, directors and affiliates, and with the knowledge and intent that they
will rely upon this certification, that:


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all servicing information and all required reports (the “Special Servicer Reports”) required to
be submitted by the Special Servicer pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K
for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted by the Special Servicer
to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;



		2.	Based on my knowledge, the special servicing information contained in the Special Servicer Reports, taken
as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these
reports;



		3.	I am, or a Servicing Officer under my supervision is, responsible for reviewing the activities performed
by the Special Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance reviews conducted
in preparing the servicer compliance statements required to be delivered under Article XI of the Pooling and Servicing Agreement
for inclusion in the Form 10-K under Item 1123 of Regulation AB with respect to the Special Servicer, and except as disclosed
in the compliance certificate delivered by the Special Servicer under Section 11.09 of the Pooling and Servicing Agreement, the Special
Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects during the Relevant Period;



		4.	The accountants that are to deliver the annual attestation report on assessment of compliance with the
Relevant Servicing Criteria in respect of the Special Servicer with 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:


	 	 
	 	 
	 	LNR PARTNERS, 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-C16 (The “Trust”)


The undersigned, __________,
a __________ of WILMINGTON TRUST, NATIONAL ASSOCIATION, on behalf of WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee (the “Trustee”),
under that certain Pooling and Servicing Agreement, dated and effective as of June 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”), LNR Partners, LLC, as special servicer (the “Special Servicer”),
Computershare Trust Company, National Association, as certificate administrator (the “Certificate Administrator”),
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 Trustee for asset-backed securities with respect to the Trustee or any Servicing Function Participant
retained by the Trustee and related attestation report on assessment of compliance with servicing criteria applicable to it required to
be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and
Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit
to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator
and the Depositor for disclosure in such annual report on Form 10-K.


Capitalized terms used but
not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


Date:


	 	 
	 	 
	 	WILMINGTON TRUST, NATIONAL 

ASSOCIATION
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:







    	 	Exhibit Z-4-1	 



    


    


EXHIBIT Z-5


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


BBCMS MORTGAGE TRUST 2022-C16 (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 June 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”), LNR Partners, LLC, as special servicer (the “Special Servicer”),
Wilmington Trust, National Association, as trustee (the “Trustee”), Computershare Trust Company, National Association,
as certificate administrator (the “Certificate Administrator”), and Park Bridge Lender Services LLC, as operating advisor
and as asset representations reviewer, on behalf of the Operating Advisor, certify to [Name of Certifying Person(s) for Sarbanes-Oxley
Certification], the Depositor, [Name of the Other Depositor] and [its][their respective] officers, directors and affiliates, and with
the knowledge and intent that they will rely upon this certification, that:


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all information required to be submitted by the Operating Advisor to the Master Servicer, the Depositor, Trustee or
Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K
for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the “Reports”) (such information
provided by the Operating Advisor, collectively, the “Operating Advisor Periodic Information”) have been submitted
by the Operating Advisor to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion
in these reports;



		2.	Based on my knowledge, the Operating Advisor Periodic Information contained in the Reports, taken as a
whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;



		3.	The accountants that are to deliver the annual attestation report on assessment of compliance with the
Relevant Servicing Criteria in respect of the Operating Advisor with respect to the Trust’s fiscal year ________ have been provided
all information relating to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria, in order to enable
them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and



 




    	 	Exhibit Z-5-1	 



    


    



		4.	The report on assessment of compliance with servicing criteria applicable to the Operating Advisor for
asset-backed securities with respect to the Operating Advisor or any Servicing Function Participant retained by the Operating Advisor
and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual
report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18
and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K.
Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor
for disclosure in such annual report on Form 10-K.



Capitalized terms used but
not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


Date:


	 	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-C16 (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 June 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”), LNR
Partners, LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee, Computershare
Trust Company, National Association, as certificate administrator (the “Certificate Administrator”), and Park Bridge
Lender Services LLC, as operating advisor and as asset representations reviewer, certifies to [Name of Certifying Person(s) for Sarbanes-Oxley
Certification], the Depositor, [Name of the Other Depositor] and [its][their respective] officers, directors and affiliates, to the extent
that the following information is within our normal area of responsibilities and duties under the Pooling and Servicing Agreement, and
with the knowledge and intent that they will rely upon this certification, that:


The report on assessment of compliance
with servicing criteria applicable to the Custodian for asset-backed securities with respect to the Custodian or any Servicing Function
Participant retained by the Custodian and related attestation report on assessment of compliance with servicing criteria applicable to
it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation
AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an
exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate
Administrator and the Depositor for disclosure in such annual report on Form 10-K.


Capitalized terms used but
not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


Date:




    	 	Exhibit Z-6-1	 



    


    





	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY, 

NATIONAL ASSOCIATION
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:








    	 	Exhibit Z-6-2	 



    


    


EXHIBIT Z-7


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


BBCMS MORTGAGE TRUST 2022-C16 (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 June 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”), LNR Partners, LLC, as special
servicer, Wilmington Trust, National Association, as trustee (the “Trustee”), Computershare Trust Company, National
Association, as certificate administrator (the “Certificate Administrator”), and Park Bridge Lender Services LLC, as
operating advisor and as Asset Representations Reviewer, 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). For the avoidance of doubt, for purposes of this Exhibit AA, other than with
respect to Item 1122(d)(2)(iii), references to Servicer below shall include any Sub-Servicer engaged by the Master Servicer or the Special
Servicer.


 


	 	APPLICABLE Servicing Criteria 	applicable PARTY
	Reference	Criteria	 
	 	Servicing Considerations	 
	1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	
    Certificate Administrator

    Master Servicer

    Special Servicer

	1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	
    Certificate Administrator

    Master Servicer

    Special Servicer

	1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	
    Master Servicer

    Special Servicer

    Custodian (as applicable)

	1122(d)(1)(v)	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Certificate Administrator

Master Servicer

Special Servicer
	 	Cash Collection and Administration	 
	1122(d)(2)(i)	Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	
    Certificate Administrator

    Master Servicer

    Special Servicer

	1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate Administrator
	1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	Master Servicer

Special Servicer

Trustee (as applicable)1
	1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	
    Certificate Administrator

    Master Servicer

    Special Servicer






 



1 Only to the extent that the Trustee was required
to make an Advance pursuant to the Pooling and Servicing Agreement during the applicable calendar year.


    	 	Exhibit AA-1	 



    


    


 


	 	APPLICABLE Servicing Criteria 	applicable PARTY
	Reference	Criteria	 
	1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	
    Certificate Administrator

    Master Servicer

    Special Servicer

	1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	
    Certificate Administrator

    Master Servicer

    Special Servicer

	1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations (A) are mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	Certificate Administrator

Master Servicer

Special Servicer
	 	Investor Remittances and Reporting	 
	1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Reporting Servicer.	Certificate Administrator

Operating Advisor (with respect to A and B)
	1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	Certificate Administrator
	1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	Certificate Administrator
	1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate Administrator
	 	Pool Asset Administration	 
	1122(d)(4)(i)	Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

Master Servicer

Special Servicer
	1122(d)(4)(ii)	Mortgage loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	Certificate Administrator

Master Servicer

Special Servicer
	1122(d)(4)(iv)	Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.	Master Servicer
	1122(d)(4)(v)	The Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect to an obligor’s unpaid principal balance.	Master Servicer
	1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master Servicer

Special Servicer




    	 	Exhibit AA-2	 



    


    


 


	 	APPLICABLE Servicing Criteria 	applicable PARTY
	Reference	Criteria	 
	1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	Special Servicer

Operating Advisor
	1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master Servicer

Special Servicer
	1122(d)(4)(ix)	Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.	Master Servicer
	1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements.	Master Servicer
	1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master Servicer
	1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master Servicer
	1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	Master Servicer
	1122(d)(4)(xiv)	 Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master Servicer
	1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	N/A


At all times that the Certificate
Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined assessment of compliance
in respect of their combined responsibilities under Section 1122 of Regulation AB.


At all times that the Master
Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer may provide a combined assessment
of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.







    	 	Exhibit AA-3	 



    


    


EXHIBIT BB


ADDITIONAL
FORM 10-D DISCLOSURE


The parties identified in
the “Party Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to disclose
to the Depositor and the Certificate Administrator (or the Master Servicer, to the extent specified in Section 11.04 of the Pooling and
Servicing Agreement) any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column
to the extent such party has actual knowledge (and in the case of net operating income information, financial statements, annual operating
statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession) of such information (other
than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall
be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted from
the Prospectus), in the absence of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to conclusively assume that there is no “significant
obligor” other than a party or property identified as such in the Prospectus and to assume that no other party or property will
constitute a “significant obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be
required to provide any information for inclusion in a Form 10-D that relates to any Mortgage Loan for which the Master Servicer or the
Special Servicer is not the Master Servicer or the Special Servicer, as the case may be. For this BBCMS 2022-C16 Pooling and Servicing
Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to assume
that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation
AB.


 


	Item on Form 10-D	Party Responsible
	
    Item 1: Distribution and Pool Performance Information:

    ●     Item 1121(a)(13) of
    Regulation AB

    ●     Item 1121(a)(14) of
    Regulation AB
	
    ●    Certificate Administrator

    ●    Depositor

     

	
    Item 1A: Asset-Level Information

    ●     Item 1111(h)
    of Regulation AB

    ●     Item 1125
    of Regulation AB
	●     Master Servicer
	
    Item 1B: Asset Representations Reviewer and Investor Communication:

    ●     Item 1121(d)
    of Regulation AB

    ●     Item 1121(e)
    of Regulation AB
	
    ●    Certificate
    Administrator

    ●    Depositor

    ●    Asset
    Representations Reviewer (with respect to Item 1121(d) of Regulation AB only)





    	 	Exhibit BB-1	 



    


    


 


	Item on Form 10-D	Party Responsible
	Item 2: Legal Proceedings:

    ●      Item
    1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
    are material to security holders)
	●    Master
    Servicer (as to itself)

    ●    Special
    Servicer (as to itself)

    ●    Certificate
    Administrator (as to itself)

    ●    Trustee
    (as to itself)

    ●    Depositor
    (as to itself)

    ●    Operating
    Advisor (as to itself)

    ●    Asset
    Representations Reviewer (as to itself)

    ●    Any
    other Reporting Servicer (as to itself)

    ●    Trustee/Certificate
    Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

    ●    Each
    Mortgage Loan Seller as to itself in its capacity as a sponsor (as defined in Regulation AB)

    ●    Originators
    under Item 1110 of Regulation AB

    ●    Party
    under Item 1100(d)(1) of Regulation AB

	Item
    3:  Sale of Securities and Use of Proceeds	●    Depositor
	Item
    4:  Defaults Upon Senior Securities	●    Certificate
    Administrator
	Item
    5:  Submission of Matters to a Vote of Security Holders	●    Certificate
    Administrator
	Item 6: Significant Obligors of Pool Assets:	●    Master Servicer






    	 	Exhibit BB-2	 



    


    


 


	Item
    on Form 10-D	Party
    Responsible
	

    ●     Item
    1112(b) of Regulation AB provided, however, that all of the following conditions shall apply:

    (a) information shall be required
    to be reported only with respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

    (b) the information to be reported
    shall consist of such quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO
    Property (as applicable), and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property),
    received or prepared by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and
    Servicing Agreement; provided, however, that for a significant obligor under item 1101(k)(2) of Regulation AB, only
    net operating income for the most recent fiscal year and interim period is required and, if such information for a prior period
    was required but not previously reported, such information for such prior period; and

    (c) the information shall be
    reportable in the Form 10-D that relates to the Distribution Date that immediately follows the Collection Period in which the information
    was received or prepared by the “Party Responsible” as described in clause (b) above.

     
	
	Item 7: Change in Sponsor Interest
    in the Securities:

    ●    
    Item 1124 of Regulation AB
	●     Each
    Mortgage Loan Seller (as to itself in its capacity as a sponsor as defined in Regulation AB)
	Item 8: Significant Enhancement Provider Information:	●    Depositor


 



    	 	Exhibit BB-3	 



    


    


 





	Item
    on Form 10-D	Party
    Responsible
	●     Item
                                            1114(b)(2) and Item 1115(b) of Regulation AB

     
	
	Item
    9:  Other Information, but only to the extent of any information that meets all the following conditions:  (a)
    such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD, (b) such information is
    required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c)
    such information was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate
                                            Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent
                                            that such party is the “Party Responsible” with respect to such information pursuant
                                            to Exhibit DD.

    ●     Certificate
    Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account
    as of the related Distribution Date and the preceding Distribution Date)

    ●     Master
    Servicer (with respect to the balance of the Collection Account as of the related Distribution Date and the preceding Distribution
    Date)

    ●     Special
    Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution Date)

    ●     Any
    other party responsible for disclosure items on Form 8-K (including each applicable Mortgage Loan Seller with respect to Item 1100(e)
    of Regulation AB to the extent material to Certificateholders)

	Item
                                            10: Exhibits (no. 3):

    Articles
    of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●     Depositor
	Item
                                            10: Exhibits (no. 4):


With respect
to instruments defining the rights of security holders (Exhibit No. 4 of
	●     Certificate
                                            Administrator

●     Depositor



 






    	 	Exhibit BB-4	 



    


    


 


	Item
    on Form 10-D	Party
    Responsible
	Item 601 of Regulation S-K)
	

    provided that, in each case,
    that this shall in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

    provided further, in
    each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator,
    then the Depositor shall be the responsible party.

	Item 10: Exhibits (no. 10):

    Material contracts (Exhibit No.
    10 of Item 601 of Regulation S-K)
	●     Certificate
    Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all
    the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans,
    and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such
    party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	Item 10: Exhibits (no. 22):

    Published Report Regarding Matters
    Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party
    Responsible” with respect to Item 5 above elects to publish a report containing the information required by such Item 5 above
    and also elects to report the information on Form 10-D by means of filing the published report and answering Item 5 by referencing
    the published report.
	●     The
    applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.
	Item 10: Exhibits (no. 23):

    Consents of Experts and Counsel
    (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in
    the Form 
	●     Depositor



 






    	 	Exhibit BB-5	 



    


    

 


	Item
    on Form 10-D	Party
    Responsible
	10-D)
    that is incorporated by reference in the Depositor’s registration statement.	 
	Item 10: Exhibits (no. 24)

    Power of Attorney (Exhibit No.
    24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the
    Form 10-D on behalf of a party, is signed pursuant to a power of attorney.
	●     Certificate
    Administrator
	Item 10: Exhibits (no. 99)

    Additional exhibits (Exhibit
    No. 99 of Item 601 of Regulation S-K)
	●     Not
    Applicable.
	Item 10: Exhibits (no. 100)

    XBRL-Related Documents (Exhibit
    No. 100 of Item 601 of Regulation S-K).
	●     Not
    Applicable.
	Item
    10:  Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions:  (a)
    such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document
    is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and
    (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate
    Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for
    the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer
    constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K); provided
    that, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate
    Administrator, then the Depositor shall be the responsible party for this Item 10.



 



    	 	Exhibit BB-6	 



    


    


EXHIBIT CC


ADDITIONAL
FORM 10-K DISCLOSURE


The parties identified in
the “Party Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to disclose
to the Depositor and the Certificate Administrator any information described in the corresponding Form 10-K Item described in the “Item
on Form 10-K” column to the extent such party has actual knowledge (and in the case of net operating income information, financial
statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with 1112(b) below, possession)
of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and
the Special Servicer shall be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is
set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary from the Depositor or a Mortgage
Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to conclusively
assume that there is no “significant obligor” other than a party or property identified as such in the Prospectus and to assume
that no other party or property will constitute a “significant obligor” after the Cut-off Date. In no event shall the Master
Servicer or the Special Servicer be required to provide any information for inclusion in a Form 10-K that relates to any Mortgage Loan
for which the Master Servicer or the Special Servicer is not the Master Servicer or the Special Servicer, as the case may be. For this
BBCMS 2022-C16 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning
of Items 1114 or 1115 of Regulation AB.


 


	Item
    on Form 10-K	Party
    Responsible
	Item
                                            1B: Unresolved Staff Comments

     
	●     Depositor
	Item
                                            9B: Other Information, but only to the extent of any information that meets all the following
                                            conditions:


(a)
such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD,


(b)
such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K
relates, and

 


(c)
such information was not previously

	●     Certificate
    Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party
    Responsible” with respect to such information pursuant to Exhibit DD.  




    	 	Exhibit CC-1	 



    


    


 


	Item
    on Form 10-K	Party
    Responsible
	reported as “Additional Form
    8-K Disclosure” or as “Additional Form 10-D Disclosure”
	
	Item
    15:  Exhibits, Financial Statement Schedules (SEE BELOW)	SEE
    BELOW
	Instruction J(2)(b) (Significant
    Obligors of Pool Assets) – Part 1 of 3 Parts:

    ●     Item
    1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the Prospectus,
    (ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported such information
    as “Additional Form 10-D Information”.

     
	●    The
    applicable Mortgage Loan Seller

     

	Instruction J(2)(b) (Significant
    Obligors of Pool Assets) – Part 2 of 3 Parts:

    ●     Item
    1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the applicable
    Master Servicer has not previously reported such information or updated versions thereof as “Additional Form 10-D Information”.

     
	●     Depositor
	Instruction J(2)(b) (Significant
    Obligors of Pool Assets) – Part 3 of 3 Parts:

    ●     Item
    1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

    (a) information shall be required
to be reported only with respect to a party or 

     
	●    Master
    Servicer 



 






    	 	Exhibit CC-2	 



    


    

 


	Item
    on Form 10-K	Party
    Responsible
	property
                                            (if any) identified as a “significant obligor” in the Prospectus;


(b)
the information to be reported shall consist of such quarterly and annual operating statements, budgets and rent rolls of the related
Mortgaged Property or REO Property (as applicable), and quarterly and annual financial statements of the related Borrower (except in
the case of an REO Property), received or prepared by the “Party Responsible” pursuant to its obligations under Section 3.12(b)
of this Pooling and Servicing Agreement; provided, however, that for a significant obligor described under item 1101(k)(2)
of Regulation AB, only net operating income for the most recent fiscal year and interim period is required and, if such information for
a prior period was required but not previously reported, such information for such prior period; and


 


(c)
the information shall be reportable only to the extent that is has not previously been reported as “Additional Form 10-D Information”.

	 
	Instruction
                                            J(2)(c) (Significant Enhancement Provider Information):

    ●    Items
    1114(b)(2) and 1115(b) of Regulation AB

     
	●      Depositor
	Instruction J(2)(d) (Legal Proceedings):

    ●    Item
    1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
    are material to security holders)
	●     Master
    Servicer (as to itself)

    ●     Special
    Servicer (as to itself)

    ●     Certificate
    Administrator (as to itself)

    ●     Trustee
(as to itself)



 



    	 	Exhibit CC-3	 



    


    


 


	Item
    on Form 10-K	Party
    Responsible
	
    
	
    ●     Depositor
(as to itself)

    ●     Trustee/Certificate
    Administrator /Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

    ●     Each
    Mortgage Loan Seller as sponsor (as defined in Regulation AB)

    ●     Originators
    under Item 1110 of Regulation AB

    ●     Party
    under Item 1100(d)(1) of Regulation AB

	
    Instruction J(2)(e) (Affiliations and Certain Relationships and
    Related Transactions) – Part 1 of 2 Parts:

    1119(a) of Regulation AB,

    but only the existence and (if existent) how there is (that is,
    the nature of) any affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and any one
    or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, (3) the Trust and (4) any other party listed
    under this item as a “Party Responsible”; provided, however, that an affiliation need not be disclosed
    for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional Form
    10-K Disclosure”.

    and

    ●    1119(b)
    of Regulation AB,

    but only the existence and (if existent) the general character
of any business relationship, agreement, arrangement, transaction or understanding that is entered
	
    ●     Master
    Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, Special Servicer or a
    sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

    ●     Special
    Servicer

    ●     Certificate
    Administrator

    ●     Trustee

    ●     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 this Pooling and Servicing Agreement to the effect that such
party no longer constitutes an originator of 10% or more of the assets of the Trust).







    	 	Exhibit CC-4	 



    


    


 


	Item
    on Form 10-K	Party
    Responsible
	into outside the ordinary course
    of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party (apart
    from the Series 2022-C16 transaction) between itself (that is, the particular “Party Responsible”) or any of its affiliates,
    on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the
    Trust; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported
    only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s
    understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the
    Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

    and

    ●    1119(c)
    of Regulation AB,

    but only the existence and (if
    existent) a description (including the terms and approximate dollar amount) of any specific relationship involving or related to
    the Series 2022-C16 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 

     
	●     Each
    party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more of the
    assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered to the parties
    to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which the Form 10-K
    is due.

    ●     Each
    party (if any) that is identified in the Prospectus as an “other material party to the securities or transaction” (or
    substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible”
    under this item from and after the date (if any) when the Depositor notifies the parties to this Pooling and Servicing Agreement
    to the effect that such party no longer constitutes a material party for purposes of Regulation AB.

    ●     Each
    party (if any) that that is specifically identified as an “other material party to the securities or transaction for purposes
    of Regulation AB and the upcoming Form 10-K” (or substantially similar phrasing) in a written notice delivered by the Depositor
    to the parties to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which
    the Form 10-K is due.



 






    	 	Exhibit CC-5	 



    


    

 


 


	Item
    on Form 10-K	Party
    Responsible
	Disclosure”.

                                                                                 
	 
	Instruction
                                            J(2)(e) (Affiliations and Certain Relationships and Related Transactions) – Part 2
                                            of 2 Parts:

    1119(a)
    of Regulation AB,

    But
    only the existence and (if existent) how there is any affiliation between itself (that is, the particular “Party Responsible”),
    on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
    on the other; provided, however, that an affiliation need not be disclosed for purposes of the applicable Form 10-K
    if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

    and

    ●    1119(b)
    of Regulation AB,

    but
only the existence and (if existent) the general character of any business relationship, agreement, arrangement, transaction or understanding
that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction
with an unrelated third party (apart from the Series 2022-C16 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 

     
	●    Depositor

    ●    Each
    Mortgage Loan Seller




 






    	 	Exhibit CC-6	 



    


    

 


	Item
    on Form 10-K	Party
    Responsible
	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-C16 transaction or the Mortgage Loans between itself (that is, the particular “Party Responsible”)
or any of its affiliates, on the one hand, and any one or more of the parties listed under the preceding item as a “Party
Responsible”, on the other; provided, however, that a relationship (A) must be reported only if it then exists or
existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates
and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously
reported as “Additional Form 10-K Disclosure”.

	 
	Item
                                            15: Exhibits (no. 2):

    Plan
    of acquisition, reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	●     Depositor
	Item
                                            15: Exhibits (no. 3):

    Articles
    of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●     Depositor


 



    	 	Exhibit CC-7	 



    


    


 


	Item
    on Form 10-K	Party
    Responsible
	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
    Ap\plicable.
	Item
                                            15: Exhibits (no. 12):

    Statement regarding computation
    of ratios (Exhibit No. 12 of Item 601 of Regulation S-K)
	●    Not
    Applicable.


 



    	 	Exhibit CC-8	 



    


    



 


	Item
    on Form 10-K	Party
    Responsible
	Item 15: Exhibits (no. 13):

    Annual report to security holders,
    Form 10-Q and Form 10-QSB, or quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K)
	●     Not
    Applicable.
	Item 15: Exhibits (no. 14):

    Code of Ethics (Exhibit No. 14
    of Item 601 of Regulation S-K)
	●     Not
    Applicable.
	Item 15: Exhibits (no. 16):

    Letter re change in certifying
    accountant (Exhibit No. 16 of Item 601 of Regulation S-K)
	●     Not
    Applicable.
	Item 15: Exhibits (no. 18):

    Letter re change in accounting
    principles (Exhibit No. 18 of Item 601 of Regulation S-K)
	●     Not
    Applicable.
	Item 15: Exhibits (no. 21):

    Subsidiaries of registrant (Exhibit
    No. 18 of Item 601 of Regulation S-K)
	●     Depositor.
	Item 15: Exhibits (no. 22):

    Published Report Regarding Matters
    Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).
	●     Not
    Applicable.
	Item 15: Exhibits (no. 23) –
    Part 1 of 2 Parts:

    Consents of Experts and Counsel
    (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where (a) the filing of a written consent is required with respect to material
    (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement and (b) the
	●     Depositor



 






    	 	Exhibit CC-9	 



    


    

 


	Item
    on Form 10-K	Party
    Responsible
	consent
    is not the consent of a registered public accounting firm in connection with an attestation delivered pursuant to Section 11.13 of
    this Pooling and Servicing Agreement.	 
	Item
                                            15: Exhibits (no. 23) – Part 2 of 2 Parts:

    Consents of Experts and Counsel
    (Exhibit No. 23(ii) of Item 601 of Regulation S-K), but the required shall consist of a consent of the registered public accounting
    firm for purposes of any attestation report rendered with respect to the particular “Party Responsible” pursuant to Section
    11.13 of this Pooling and Servicing Agreement.
	●     Master
                                            Servicer

    ●     Special
    Servicer

    ●     Depositor

    ●     Any
    other Servicing Function Participant

    provided, however,
    in each case, that such party shall have the duty to report or deliver, or cause the reporting or delivery, of such consent only
    to the extent that such party is required to deliver or cause the delivery of the related attestation report.

	Item
                                            15: Exhibits (no. 24)

    Power of Attorney (Exhibit No.
    24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the
    Form 10-D on behalf of a party, is signed pursuant to a power of attorney.
	●     Certificate
    Administrator 
	Item
                                            15: Exhibits (no. 31(i))

    Rule 13a-14(a)/15d-14(a) Certifications
    (Exhibit No. 31(i) of Item 601 of Regulation S-K).
	●     Not
    Applicable
	Item
                                            15: Exhibits (no. 31(ii))

    Rule 13a-14(d)/15d-14(d) Certifications
    (Exhibit No. 31(ii) of Item 601 of Regulation S-K).
	●     Delivery
    of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07) of this
    Pooling and Servicing Agreement.
	Item
                                            15: Exhibits (no. 32)

    Section 1350 Certifications (Exhibit
    No. 32 of Item 601 of Regulation S-K).
	●     Not
    Applicable.






    	 	Exhibit CC-10	 



    


    


 


	Item
    on Form 10-K	Party
    Responsible
	Item 15: Exhibits (no. 33)

    Report on assessment of compliance
    with servicing criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K).
	●     Delivery
    of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing Agreement.
	Item 15: Exhibits (no. 34)

    Attestation report on assessment
    of compliance with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K).
	●     Delivery
    of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Pooling and
    Servicing Agreement.
	Item 15: Exhibits (no. 35)

    Servicer compliance statement
    (Exhibit No. 35 of Item 601 of Regulation S-K).
	●     Delivery
    of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Pooling and Servicing
    Agreement.
	Item 15: Exhibit (no. 36)

    Certification For Shelf Offerings
    of Asset-Backed Securities (Exhibit No. 36 of Item 601 of Regulation S-K).
	●     Depositor.
	Item 15: Exhibits (no. 99)

    Additional exhibits (Exhibit
    No. 99 of Item 601 of Regulation S-K)
	●     Not
    Applicable.
	Item 15: Exhibits (no. 100)

    XBRL-Related Documents (Exhibit
    No. 100 of Item 601 of Regulation S-K).
	●     Not
    Applicable.
	Item
    15:  Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions:  (a)
    such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document
    is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and
    (c) such document was not previously 	●     Certificate
    Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for
    the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer
    constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K).



 






    	 	Exhibit CC-11	 



    


    

 


	Item
    on Form 10-K	Party
    Responsible
	reported as “Additional Form 8-K Disclosure”.	 
	Item
    15:  Exhibit (no. 101)

    

    Interactive Data File (Exhibit No. 101 of Item 601 of Regulation S-K).	●     Not
    Applicable
	Item
    15:  Exhibit (no. 102)

    

    Asset Data File (Exhibit No. 102 of Item 601 of Regulation S-K).	●     Certificate
    Administrator

    ●     Depositor

	Item
    15:  Exhibit (no. 103)

    

    Asset Related Document (Exhibit No, 103 of Item 601 of Regulation S-K).	●     Certificate
    Administrator

    ●     Depositor



  




    	 	Exhibit CC-12	 



    


    


EXHIBIT DD


FORM
8-K DISCLOSURE INFORMATION


The parties identified in
the “Party Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to report to
the Depositor and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K Item described in
the “Item on Form 8-K” column to the extent such party has actual knowledge of such information (other than information as
to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to rely
on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted from the Prospectus),
in the absence of specific notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator,
the Trustee, the Master Servicer and the Special Servicer shall be entitled to conclusively assume that there is no “significant
obligor” other than a party or property identified as such in the Prospectus and to assume that no other party or property will
constitute a “significant obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be
required to provide any information for inclusion in a Form 8-K that relates to any Mortgage Loan for which the Master Servicer or the
Special Servicer is not the applicable Master Servicer or Special Servicer, as the case may be. For this BBCMS 2022-C16 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 



 



    	 	Exhibit DD-1	 



    


    


 





	Item on Form 8-K	Party Responsible 
	 	●     that
    satisfies all the following conditions: (a) such amendment or definitive agreement 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


 



    	 	Exhibit DD-2	 



    


    


 





	Item
    on Form 8-K	Party
    Responsible 
	Item
    2.04:  Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance
    Sheet Arrangement	●     Depositor

    ●     Certificate
    Administrator

	Item
    3.03:  Material Modification to Rights of Security Holders	●     Certificate
    Administrator
	Item
    5.03:  Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	●     Depositor
	Item
    6.01:  ABS Informational and Computational Material	●     Depositor
	Item
    6.02 (Part 1 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in trustee	●     Trustee

    ●     Depositor

	Item
    6.02 (Part 2 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer
    or Special Servicer	●     Certificate
    Administrator

    ●     Master
    Servicer or Special Servicer, as the case may be (in each case, as to itself)

	Item
    6.02 (Part 3 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party
    to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	●     Master
    Servicer (as to a party appointed by the Master Servicer)

    ●     Special
    Servicer

    ●     Certificate
    Administrator

    ●     Depositor

	Item
    6.03:  Change in Credit Enhancement or External Support	●     Depositor

    ●     Certificate
    Administrator

	Item
    6.04:  Failure to Make a Required Distribution	●     Certificate
    Administrator
	Item
    6.05:  Securities Act Updating Disclosure	●     Depositor
	Item
    7.01:  Regulation FD Disclosure	●     Depositor


 


 



    	 	Exhibit DD-3	 



    


    


 





	Item
    on Form 8-K	Party
    Responsible 
	Item
    8.01:  Other Events	●     Depositor
	Item 9.01(d): Exhibits (no. 1):

     

    Underwriting agreement (Exhibit
    No. 1 of Item 601 of Regulation S-K)
	●     Not
    applicable
	Item 9.01(d): Exhibits (no. 2):

     

    Plan of acquisition, reorganization,
    arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	●     Depositor
	Item 9.01(d): Exhibits (no. 3):

     

    Articles of incorporation and
    by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●     Depositor
	Item 9.01(d): Exhibits (no. 4):

     

    With respect to instruments defining
    the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	●     Certificate
    Administrator

     

    provided that, in each
    case, that this shall in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing
    Agreement

	Item 9.01(d): Exhibits (no. 7):

    Correspondence from an independent
    accountant regarding non-reliance on a 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):	●     Not Applicable


 



    	 	Exhibit DD-4	 



    


    


	Item
    on Form 8-K	Party
    Responsible 
	

    Code of Ethics (Exhibit No. 14
    of Item 601 of Regulation S-K)
	
	Item
                                            9.01(d): Exhibits (no. 16):

    Letter re change in certifying
    accountant (Exhibit No. 16 of Item 601 of Regulation S-K)
	●     Not
    Applicable
	Item
                                            9.01(d): Exhibits (no. 17):

    Correspondence on departure of
    director (Exhibit No. 17 of Item 601 of Regulation S-K)
	●     Not
    Applicable
	Item
                                            9.01(d): Exhibits (no. 20):

    Other documents or statements
    to security holders (Exhibit No. 20 of Item 601 of Regulation S-K)
	●     Not
    Applicable
	Item
                                            9.01(d): Exhibits (no. 23):

    Consents of Experts and Counsel
    (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in
    the Form 10-D) that is incorporated by reference in the Depositor’s registration statement.
	●     Depositor
	Item
                                            9.01(d): Exhibits (no. 24)

    Power of Attorney (Exhibit No.
    24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the
    Form 10-D on behalf of a party, is signed pursuant to a power of attorney.
	●     Certificate
    Administrator
	Item
                                            15: Exhibits (no. 99)

    Additional exhibits (Exhibit
    No. 99 of Item 601 of Regulation S-K)
	●     Not
    Applicable.
	Item
    15: Exhibits (no. 100)	●     Not
    Applicable.




    	 	Exhibit DD-5	 



    


    


	Item
    on Form 8-K	Party
    Responsible 



	
    

    XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
    S-K).
	


 


 




    	 	Exhibit DD-6	 



    


    


EXHIBIT EE


ADDITIONAL
DISCLOSURE NOTIFICATION


**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com
AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


Computershare Trust Company, National Association, as Certificate
Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045-1951


Attn: Corporate Trust Services (CMBS) – BBCMS 2022-C16

Barclays Commercial Mortgage Securities LLC, Commercial Mortgage Pass-Through Certificates, Series 2022-C16—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 June 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, LNR Partners, LLC, as Special Servicer, Computershare
Trust Company, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge
Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, the undersigned, as [ ], hereby notifies you that certain
events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


Description of Additional Form [10-D][10-K][8-K] Disclosure:


List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


Any inquiries related to this notification should be directed
to [                       ],
phone number: [                       ];
email address: [                       ].


	 	 
	 	 
	 	[NAME OF PARTY],

as [role]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:





cc: Depositor




    	 	Exhibit EE-1	 



    


    


EXHIBIT FF


INITIAL
SUB-SERVICERS


	Mortgage Loan Name	Subservicer Name
	Aragona Retail Portfolio	Bernard Financial Group
	28818 Cinco Ranch	Jones Lang LaSalle
	Walgreens – St. Paul	Slatt Capital, Inc.


 




    	 	Exhibit FF-1	 



    


    


EXHIBIT GG


SERVICING
FUNCTION PARTICIPANTS


NONE


 




    	 	Exhibit GG-1	 



    


    


EXHIBIT HH


FORM
OF ANNUAL COMPLIANCE STATEMENT


CERTIFICATION



BBCMS Mortgage Trust 2022-C16,

Commercial Mortgage Pass-Through Certificates,

Series 2022-C16 (the “Trust”)


I, [identifying the certifying
individual], on behalf of [Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer] [LNR Partners, LLC,
as Special Servicer] [Computershare Trust Company, National Association, as Certificate Administrator] [Wilmington Trust, National Association,
as Trustee] (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]

[LNR PARTNERS, LLC, as Special Servicer]

[COMPUTERSHARE TRUST COMPANY, NATIONAL 

ASSOCIATION, as Certificate Administrator]

[WILMINGTON TRUST, NATIONAL ASSOCIATION, 

as Trustee]


	 	 	 
	 	 	 
	By:		 
	 	Name:	 
		Title:	 






    	 	Exhibit HH-1	 



    


    


EXHIBIT II


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


[Name of Reporting Servicer] (the “Reporting
Servicer”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of
Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 20[__] (the “Reporting
Period”), as set forth in Exhibit AA to the Pooling and Servicing Agreement. The transactions covered by this report
include asset-backed securities transactions for which the Reporting Servicer acted as [a master servicer, special servicer, trustee,
certificate administrator] involving commercial mortgage loans [other than __________________1
(the “Platform”);


The Reporting Servicer has engaged certain
vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule
A;


Except as set forth in paragraph 4 below, the
Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the applicable
servicing criteria;


The criteria listed in the column titled “Inapplicable
Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities it performs, directly
or through its Vendors, with respect to the Platform;


The Reporting Servicer has complied, in all
material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform
taken as a whole[, except as described on Schedule B hereto];


The Reporting Servicer has not identified and
is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December 31, 20[__]
and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


The Reporting Servicer has not identified any
material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria as
of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule
B hereto]; and





 



1
Describe any permissible exclusions, including those permitted under telephone interpretation 17.04 (i.e., transactions registered prior
to compliance with Regulation AB, transactions involving an offer and sale of asset-backed securities that were not required to be issued),
if applicable.




    	 	Exhibit II-1	 



    


    


[____], a registered public accounting firm,
has issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing criteria for
the Reporting Period.


[Date of Certification]


	 	 
	 	 
	 	[NAME OF REPORTING SERVICER]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:


 


 




    	 	Exhibit II-2	 



    


    


EXHIBIT JJ


CREFC®
PAYMENT INFORMATION


 


Payments shall be made to “CRE Finance Council” and sent to:


Commercial Real Estate Finance Council, Inc.


28 West 44th Street, Suite 815


New York, NY 10036


Attn: Executive Director


 


or by wire transfer to:


 


Account Name: Commercial Real Estate Finance Council (CREFC®)


Bank Name: Chase


Bank Address: 80 Broadway, New York, NY 10005


Routing Number: 021000021


Account Number: 213597397


 


 


 




    	 	Exhibit JJ-1	 



    


    


EXHIBIT KK


 


Form of
Notice of ADDITIONAL 


INDEBTEDNESS
NOTIFICATION


 


VIA E-MAIL:


To: Computershare Trust Company, National Association, as Certificate
Administrator; cts.cmbs.bond.admin@wellsfargo.com and cts.sec.notifications@wellsfargo.com 


 


Ref: BBCMS 2022-C16, Additional Debt Notice for Form 10-D


 


The following information is being furnished to you for inclusion on Form
10-D pursuant to Sections 3.18(e) and 11.04(a) of the Pooling and Servicing Agreement


 


	 	Portfolio Name	Mortgage Loan	Position in Debt Stack	Additional Debt	OPB	OPB Date	Appraised Value	Appraised Value Date	Aggregate LTV	Aggregate NCF DSCR	Aggregate NCF DSCR Date	Primary Servicer	Master Servicer	Lead Servicer	Prospectus ID
	1	BBCMS 2022-C16	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	
    $
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	BBCMS 2022-C16	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	
    $
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	BBCMS 2022-C16	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	
    $
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 


 


 


 


 




    	 	Exhibit KK-1	 



    


    


EXHIBIT LL


 


[Reserved.]


 




    	 	Exhibit LL-1	 



    


    


EXHIBIT MM


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO:


CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM






FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT MAIL
TO THE ADDRESS IMMEDIATELY BELOW**


 


Computershare Trust Company, National Association, as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045-1951


Attn: Corporate Trust Services (CMBS) – BBCMS 2022-C16—SEC
REPORT PROCESSING


E-Mail: cts.sec.notifications@wellsfargo.com


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required


Ladies and Gentlemen:


In accordance with Section
11.04 of the Pooling and Servicing Agreement, dated and effective as of June 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, LNR Partners, LLC, as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, the undersigned, as [ ], hereby notifies you that certain events have come to our attention that
[will] [may] need to be disclosed on Form [10-D][10-K][8-K].


Description of Additional Form [10-D][10-K][8-K] Disclosure:


[With respect to the Collection Account and REO Account balance
information:


	Account Name	
    Beginning Balance as of 

    MM/DD/YYYY
	
    Ending Balance as of 

    MM/DD/YYYY

	Collection Account	 	 
	REO Account	 	 


]




    	 	Exhibit MM-1	 



    


    


List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


Any inquiries related to this notification should be directed to
[                       ],
phone number: [         ]; email address:  [                   ].


	 	 
	 	 
	 	[NAME OF PARTY],

as [role]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:





cc: Depositor


 


 




    	 	Exhibit MM-2	 



    


    


EXHIBIT NN


Form
of NOTICE OF PURCHASE OF CONTROLLING CLASS CERTIFICATE


[Date]






Computershare Trust Company, National Association

           as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – BBCMS 2022-C16


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


 


LNR Partners, LLC


as Special Servicer


2340 Collins Avenue, Suite 700


Miami Beach, Florida 33139


Attention: Heather Bennett and Job Warshaw


Email: hbennett@lnrpartners.com, jwarshaw@lnrpartners.com and 

lnr.cmbs.notices@lnrproperty.com


 


Park Bridge Lender Services LLC


600 Third Avenue, 40th Floor

New York, New York, 10016

Attention: BBCMS 2022-C16 Surveillance Manager

With a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com


 


		Re:	BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates, Series
2022-C16 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing
Agreement”), dated and effective as of June 1, 2022, between Barclays Commercial Mortgage Securities LLC, as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Computershare
Trust Company, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and 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-C16, Commercial Mortgage Pass-Through Certificates, Series
2022-C16



Ladies and Gentlemen:


In accordance
with Section 12.01 of the Pooling and Servicing Agreement, dated and effective as of June 1, 2022 (the “Pooling and Servicing
Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has
performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and
is hereby issuing the following Asset Review Report.


		1.	As described in the detailed scorecard attached hereto as Exhibit A, we have performed an Asset Review
on each Delinquent Loan identified in accordance with the Pooling and Servicing Agreement and our conclusion is that there is [no evidence
of a Test failure/evidence of [•] Test failures] with respect to the Delinquent Loans.



		2.	A conclusion by the Asset Representations Reviewer of a Test pass or a Test failure shall not constitute
a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust
should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine
every instance of noncompliance.



		3.	The Asset Representations Reviewer, other than forwarding this report to the persons listed above, will
not be required to take or participate in any other or further action with respect to the aforementioned Asset Review Report.



		4.	Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling
and Servicing Agreement.






 



1    This
report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization and
content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation, provisions
relating to Privileged Information.


 




    	 	Exhibit OO-1	 



    


    





	 	PARK BRIDGE LENDER SERVICES LLC
	 	 	as Asset Representations Reviewer
	 	 	 	 	 
	 	 	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York 

limited liability company, its sole member
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	Park Bridge Financial LLC, a New York 

limited liability company, its sole 

member
	 	 	 	 	 
	 	 	 	 	 
	 	By:	
	 		Name:
	 		Title:







    	 	Exhibit OO-2	 



    


    


 


Exhibit A


 


Detailed Scorecard

[Template Example Below]


	
    Test failures

     

	Loan #	Loan Name	R&W #	R&W Name	Test Description	Findings
	[Insert Loan Number]	[Insert Loan Name]	44	Cross-Collateralization	[Insert Test Description]	[Insert Test findings]
	31	Due on Sale or Encumbrance	 	 


 


 




    	 	Exhibit OO-3	 



    


    


 


EXHIBIT PP


FORM OF ASSET REVIEW REPORT
SUMMARY1


To: [Addresses of Recipients]


	Re:	BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16




Ladies and Gentlemen:


In accordance with Section
12.01 of the Pooling and Servicing Agreement, dated and effective as of June 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 (CMBS) – BBCMS Mortgage Trust 2022-C16


Email: trustadministrationgroup@wellsfargo.com


		Attention:	BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates, Series
2022-C16



 


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 June 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, LNR Partners, LLC, as Special Servicer, Computershare Trust
Company, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


		1.	The undersigned is [an authorized representative of the Asset Representations Reviewer][an
authorized representative of the Depositor][a designee of the Depositor].



 


		2.	The undersigned acknowledges and agrees that (a) access to the Secure Data Room
is being granted to it solely for purposes of the undersigned carrying out its obligations under the Pooling and Servicing Agreement (b)
it will not disseminate or otherwise make information contained on the Secure Data Room available to any other person except in accordance
with the Pooling and Servicing Agreement or otherwise with the written consent of the Depositor and (c) it will only access information
relating to the Mortgage Loans to which the Asset Review relates.



 


		3.	The undersigned agrees that each time it accesses the Secure Data Room, the undersigned
is deemed to have recertified that the representations above remains true and correct.



 




    	 	Exhibit RR-1	 



    


    


		4.	[The undersigned is not a Certificateholder, a beneficial owner or a prospective
purchaser of any Certificate.]*



BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto
by its duly authorized signatory, as of the date certified.


	 	 
	 	 
	 	[NAME OF PARTY], 

as [role]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:





Dated: _______


[Barclays Commercial Mortgage Securities
LLC, as Depositor]*


	 	 	 
	 	 	 
	By:		 
		[Name]	 
		[Title]	 


 





 



* Required
to the extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing access to the Secure
Data Room. 




    	 	Exhibit RR-2	 



    


    


EXHIBIT SS


FORM OF NOTICE OF [ADDITIONAL DELINQUENT
LOAN][CESSATION OF DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


[Date]


	Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division 

Head

Fax Number: (888) 706-3565	
    Park Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, New York, 10016

    Attention: BBCMS 2022-C16 Surveillance 

Manager

    With a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com

	 	 
	
    LNR Partners, LLC

    2340 Collins Avenue, Suite 700

    Miami Beach, Florida 33139

    Attention: Heather Bennett and Job Warshaw

    Email: hbennett@lnrpartners.com, jwarshaw@lnrpartners.com
    and lnr.cmbs.notices@lnrproperty.com
	 
	 	 


		Attention:	BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates, Series
2022-C16



In accordance with Section
12.01(a) of the Pooling and Servicing Agreement, dated and effective as of June 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, LNR Partners, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, the Certificate Administrator hereby notifies you that as of [RELATED DISTRIBUTION DATE]:


		1.	_____ An additional Mortgage Loan has become a Delinquent Loan.



 


		2.	_____ A Mortgage Loan has ceased to be a Delinquent Loan.



 


		3.	_____An Asset Review Trigger has ceased to exist.



(check all that apply)


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.




    	 	Exhibit SS-1	 



    


    





	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	
	NATIONAL ASSOCIATION, as Certificate 

Administrator for the Holders of the 

BBCMS Mortgage Trust 2022-C16, 

Commercial Mortgage Pass-Through 

Certificates, Series 2022-C16
	 	 	 
	 	 	 
	 	By:	
	 		[Name]
	 		[Title]





 


 




    	 	Exhibit SS-2	 



    


    


EXHIBIT TT




FORM OF CERTIFICATE ADMINISTRATOR RECEIPT OF THE CLASS VRR CERTIFICATES


[Date]


	Barclays Commercial Mortgage Securities 

LLC

745 Seventh Avenue 

New York, New York 10019

Attention:  Daniel Vinson

daniel.vinson@barclays.com	
    [CLASS VRR CERTIFICATE HOLDER]

     

    [OR SUBSEQUENT TRANSFEREE]

	 	 


 


		Re:	BBCMS Mortgage Trust 2022-C16, Commercial Mortgage Pass-Through Certificates, Series 2022-C16



In accordance with Section
[5.02(e)][5.03(i)] of the Pooling and Servicing Agreement, dated and effective as of June 1, 2022 (the “Agreement”),
the Certificate Administrator, as custodian, hereby acknowledges receipt of $[__] of the Class VRR 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 VRR
Certificates is attached as Exhibit A. Payments on the Class VRR 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.	Yorkshire & Lexington Towers



		2.	1888 Century Park East



		3.	3075 Olcott



		4.	70 Hudson Street



		5.	ExchangeRight Net Leased Portfolio #55



		6.	Bell Works



		7.	ILPT Logistics Portfolio



		8.	Phoenix Industrial Portfolio VIII



		9.	The Shoppes at Eagle Point



		10.	Twin Spans Business Park and Delaware River Industrial Park



		11.	Stockton Self Storage Portfolio



		12.	The Summit



		13.	Hamilton Commons



		14.	Oak Ridge Office Park



		15.	Moonwater Office Portfolio



 




    	 	Schedule 1-1	 



    


    


SCHEDULE 2


CLass
A-SB Planned Principal Balance Schedule


See Annex E to the Prospectus.


 




    	 	Schedule 2-1	 



    


    


SCHEDULE 3


Mortgage
Loans With “Performance”, “Earn-out” or “Holdback” Escrows or Reserves


 


	Mortgage
    Loan No.	Mortgage
    Loan Name	Reserve
    Type	Applicable
    Escrow or Reserve (Initial Amount)
	3	1888
    Century Park East	Upfront
    TI/LC Reserve	$7,850,385
	5	70
    Hudson Street	Rent Abatement

    Maman Lease
	$200,000

    $106,422

	7	Bell
    Works	Upfront TI/LC
    Reserve

    Outstanding
    Obligations Reserve
	$8,500,000

    $6,778,984

	10	BVG
    Portfolio III	Economic
    Performance Reserve	$1,000,000
	16	Deerfield
    and Courtyard Apartments	Economic
    Reserve	$3,000,000
	20	The
    Summit	Outstanding
    TI/LC Reserves

    Gap/Free
    Rent Account
	$6,942,143

    $2,958,400

	23	Oak
    Ridge Office Park	Upfront
    TI/LC	$1,500,000
	25	Corpus
    Christi Portfolio	PIP
    Reserve	$1,973,500
	29	Moonwater
    Office Portfolio	Unfunded
    Obligations Reserve	$1,884,865
	44	275
    Commerce	Tenant
    Earnout Reserve	$775,000



 



    	 	Schedule 3-1	 



    


    
 


 






    	 	Schedule 3-2