BMO 2026-5C14 Mortgage Trust

Current report (Form 8-K) · Jun 1, 2026 · Multiple disclosures including restructuring or layoffs and leadership change

Company

Documents

Primary topic

Restructuring or layoffs

Filed

Jun 1, 2026

Overview Analysis Documents(4)Full text Exhibits(1)

Type

EX-4.1

File

exh4_1-bmarkv22psa.htm

Document text
EX-4.1 · BENCHMARK 2026-V22 POOLING AND SERVICING AGREEMENT EX-4.1 2 exh4_1-bmarkv22psa.htm BENCHMARK 2026-V22 POOLING AND SERVICING AGREEMENT Exhibit 4.1 EXECUTION VERSION CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., Depositor, Trimont llc , Master Servicer, lNR PARTNERS, LLC , Special Servicer, BellOak, LLC , Operating Advisor and Asset Representations Reviewer, CITIBANK, N.A. , Certificate Administrator, and WILMINGTON SAVINGS FUND SOCIETY, FSB , Trustee POOLING AND SERVICING AGREEMENT Dated as of May 1, 2026   Benchmark 2026-V22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates Series 2026-V22 TABLE OF CONTENTS Page Article I DEFINITIONS Section 1.01 Defined Terms 8 Section 1.02 Certain Calculations 155 Section 1.03 Certain Constructions 165 Article II CONVEYANCE OF MORTGAGE LOANS AND TRUST SUBORDINATE COMPANION LOAN; ORIGINAL ISSUANCE OF CERTIFICATES Section 2.01 Conveyance of Mortgage Loans and Trust Subordinate Companion Loan 166 Section 2.02 Acceptance by the Trustee, the Custodian and the Certificate Administrator 174 Section 2.03 Mortgage Loan Sellers’ Repurchase, Substitution or Cures of Trust Loans for Document Defects in Mortgage Files and Breaches of Representations and Warranties 176 Section 2.04 Representations and Warranties of the Depositor 194 Section 2.05 Representations and Warranties of the Master Servicer 196 Section 2.06 Representations and Warranties of the Special Servicer. 198 Section 2.07 Representations and Warranties of the Trustee 200 Section 2.08 Representations and Warranties of the Certificate Administrator 202 Section 2.09 Representations and Warranties of the Operating Advisor 204 Section 2.10 Representations and Warranties of the Asset Representations Reviewer 205 Section 2.11 Execution and Delivery of Trust Certificates; Issuance of Uncertificated Interests, Lower-Tier Regular Interests and Trust Subordinate Companion Loan REMIC Regular Interests. 207 Section 2.12 Miscellaneous REMIC and Grantor Trust Provisions 208 Section 2.13 Bare Trust 210 Article III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS AND TRUST SUBORDINATE COMPANION LOAN(S) Section 3.01 Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans and Trust Subordinate Companion Loan(s); Sub-Servicing Agreements; Outside Serviced Mortgage Loans 210 Section 3.02 Liability of the Master Servicer and the Special Servicer 225 Section 3.03 Collection of Certain Mortgage Loan Payments 226 Section 3.04 Collection of Taxes, Assessments and Similar Items; Escrow Accounts 228 Section 3.05 Collection Account; Distribution Accounts; and Excess Liquidation Proceeds Reserve Account; and Excess Interest Distribution Account 230 Section 3.05A Whole Loan Custodial Account 236 - i - Page Section 3.06 Permitted Withdrawals From the Collection Account 239 Section 3.06A. Permitted Withdrawals From the Whole Loan Custodial Account 246 Section 3.07 Investment of Funds in the Collection Account, the REO Account, the Mortgagor Accounts, and Other Accounts 252 Section 3.08 Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage 254 Section 3.09 Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions 260 Section 3.10 Appraisal Reductions; Calculation and Allocation of Collateral Deficiency Amounts; Realization Upon Defaulted Loans 267 Section 3.11 Trustee, Certificate Administrator and Custodian to Cooperate; Release of Mortgage Files 275 Section 3.12 Servicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation 276 Section 3.13 Compensating Interest Payments 286 Section 3.14 Application of Penalty Charges and Modification Fees 287 Section 3.15 Access to Certain Documentation 289 Section 3.16 Title and Management of REO Properties 291 Section 3.17 Sale of Defaulted Loans and REO Properties; Sale of Outside Serviced Mortgage Loans 295 Section 3.18 Additional Obligations of the Master Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain Reports to the Serviced Companion Loan Holder 304 Section 3.19 Lock-Box Accounts, Escrow Accounts 306 Section 3.20 Property Advances 306 Section 3.21 Appointment of Special Servicer; Asset Status Reports 311 Section 3.22 Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping 316 Section 3.23 Interest Reserve Account 318 Section 3.24 Modifications, Waivers, Amendments and Other Actions 318 Section 3.25 Additional Obligations With Respect to Certain Mortgage Loans 324 Section 3.26 Certain Matters Relating to the Outside Serviced Mortgage Loans 325 Section 3.27 Additional Matters Regarding Advance Reimbursement 326 Section 3.28 Serviced Companion Loan Intercreditor Matters 328 Section 3.29 Appointment and Duties of the Operating Advisor 331 Section 3.30 Rating Agency Confirmation 338 Section 3.31 General Acknowledgement Regarding Companion Loan Holders 342 Section 3.32 Delivery of Excluded Information to the Certificate Administrator 342 Section 3.33 Litigation Control. 343 Section 3.34 Resignation Upon Prohibited Risk Retention Affiliation. 346 Article IV DISTRIBUTIONS TO TRUST CERTIFICATEHOLDERS AND UNCERTIFICATED INTEREST OWNERS Section 4.01 Distributions 347 - ii - Page Section 4.02 Statements to Trust Certificateholders and Uncertificated Interest Owners; Certain Reports by the Master Servicer and the Special Servicer 363 Section 4.03 Compliance With Withholding Requirements 386 Section 4.04 REMIC Compliance 387 Section 4.05 Imposition of Tax on the Trust REMICs 389 Section 4.06 Remittances; P&I Advances 390 Section 4.07 Grantor Trust Reporting 398 Section 4.08 Calculations 399 Section 4.09 Secure Data Room 400 Article V THE CERTIFICATES AND THE Loan-Specific CertificateS Section 5.01 The Certificates 401 Section 5.02 Form and Registration 402 Section 5.03 Registration of Transfer and Exchange of Certificates 406 Section 5.04 Mutilated, Destroyed, Lost or Stolen Trust Certificates 418 Section 5.05 Persons Deemed Owners 418 Section 5.06 Appointment of Paying Agent 418 Section 5.07 Access to Trust Certificateholders’ Names and Addresses; Special Notices 419 Section 5.08 Actions of Certificateholders or Loan-Specific Certificateholders 420 Section 5.09 Authenticating Agent 421 Section 5.10 Appointment of Custodian 421 Section 5.11 Maintenance of Office or Agency 422 Section 5.12 Voting Procedures 423 Article VI THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Operating Advisor, THE Asset Representations Reviewer and the Controlling Class Representative Section 6.01 Liability of the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor 424 Section 6.02 Merger or Consolidation of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer 425 Section 6.03 Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others 425 Section 6.04 Limitation on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor 427 Section 6.05 Rights of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special Servicer 430 Section 6.06 Master Servicer, Special Servicer as Owner of a Trust Certificate 431 Section 6.07 Rating Agency Fees 431 - iii - Page Section 6.08 Termination of the Special Servicer 431 Section 6.09 The Directing Holder, the Controlling Class Representative and the Risk Retention Consultation Parties 442 Article VII DEFAULT Section 7.01 Servicer Termination Events 452 Section 7.02 Trustee to Act; Appointment of Successor 459 Section 7.03 Notification to Certificateholders 461 Section 7.04 Other Remedies of Trustee 461 Section 7.05 Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination 462 Section 7.06 Termination of the Operating Advisor 463 Article VIII CONCERNING THE TRUSTEE and The Certificate Administrator Section 8.01 Duties of the Trustee and the Certificate Administrator 467 Section 8.02 Certain Matters Affecting the Trustee and the Certificate Administrator 470 Section 8.03 Neither the Trustee Nor the Certificate Administrator Is Liable for Trust Certificates or Trust Loans 474 Section 8.04 Trustee and Certificate Administrator May Own Trust Certificates 475 Section 8.05 Payment of Trustee/Certificate Administrator Fees and Expenses; Indemnification 475 Section 8.06 Eligibility Requirements for the Trustee, the Certificate Administrator and the Back-Up Advancing Agent 478 Section 8.07 Resignation and Removal of the Trustee or the Certificate Administrator 480 Section 8.08 Successor Trustee or Successor Certificate Administrator 482 Section 8.09 Merger or Consolidation of the Trustee or the Certificate Administrator 483 Section 8.10 Appointment of Co-Trustee or Separate Trustee 483 Section 8.11 Access to Certain Information 485 Section 8.12 Appointment of Back-Up Advancing Agent 487 Article IX TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE Section 9.01 Termination; Optional Trust Loan Purchase 487 Article X EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE Section 10.01 Intent of the Parties; Reasonableness 494 - iv - Page Section 10.02 Succession; Sub-Servicers; Subcontractors. 495 Section 10.03 Filing Obligations 497 Section 10.04 Form 10-D and Form ABS-EE Filings. 498 Section 10.05 Form 10-K Filings. 503 Section 10.06 Sarbanes-Oxley Certification 506 Section 10.07 Form 8-K Filings 507 Section 10.08 Annual Compliance Statements 510 Section 10.09 Annual Reports on Assessment of Compliance With Servicing Criteria 511 Section 10.10 Annual Independent Public Accountants’ Servicing Report 513 Section 10.11 Significant Obligors 514 Section 10.12 Indemnification 515 Section 10.13 Amendments 518 Section 10.14 Regulation AB Notices 518 Section 10.15 Termination of the Certificate Administrator 518 Section 10.16 Termination of the Master Servicer or the Special Servicer 519 Section 10.17 Termination of Sub-Servicing Agreements 519 Section 10.18 Notification Requirements and Deliveries in Connection With Securitization of a Serviced Companion Loan 520 Section 10.19 Termination of Exchange Act Filings With Respect to the Trust 522 Article XI ASSET REVIEW PROVISIONS Section 11.01 Asset Review 523 Section 11.02 Payment of Asset Representations Asset Review Fee and Expenses; Limitation of Liability 530 Section 11.03 Resignation of the Asset Representations Reviewer 531 Section 11.04 Restrictions of the Asset Representations Reviewer 532 Section 11.05 Termination of the Asset Representations Reviewer 532 Article XII MISCELLANEOUS PROVISIONS Section 12.01 Counterparts 535 Section 12.02 Limitation on Rights of Trust Certificateholders and the Uncertificated Interest Owners 536 Section 12.03 Governing Law 536 Section 12.04 Notices 537 Section 12.05 Severability of Provisions 547 Section 12.06 Notice to the Rule 17g-5 Information Provider, Depositor and Each Rating Agency 547 Section 12.07 Amendment 549 Section 12.08 Confirmation of Intent 553 Section 12.09 Third-Party Beneficiaries 554 Section 12.10 Request by Trust Certificateholders or the Serviced Companion Loan Holder 554 - v - Page Section 12.11 Waiver of Jury Trial 554 Section 12.12 Submission to Jurisdiction 555 Section 12.13 Exchange Act Rule 17g-5 Procedures 555 Section 12.14 Cooperation With the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements 561 Section 12.15 Electronic Signatures. 561   - vi -   TABLE OF EXHIBITS Exhibit A-1 Form of Class A-1 Certificate Exhibit A-2 Form of Class A-2 Certificate Exhibit A-3 Form of Class A-3 Certificate Exhibit A-4 Form of Class X-A Certificate Exhibit A-5 Form of Class X-B Certificate Exhibit A-6 Form of Class A-S Certificate Exhibit A-7 Form of Class B Certificate Exhibit A-8 Form of Class C Certificate Exhibit A-9 Form of Class X-D Certificate Exhibit A-10 Form of Class D Certificate Exhibit A-11 Form of Class E Certificate Exhibit A-12 Form of Class F-RR Certificate Exhibit A-13 Form of Class G-RR Certificate Exhibit A-14 Form of Class R Certificate Exhibit A-15 Form of Class S Certificate 1 Exhibit A-16 Form of Class VRR Certificate Exhibit A-17 Exhibit B Form of Loan-Specific Certificate 2 Mortgage Loan Schedule Exhibit C Form of Request for Release Exhibit D Form of Distribution Date Statement Exhibit E Form of Transfer Certificate for Rule 144A Global Certificate to Temporary Regulation S Global Certificate Exhibit F Form of Transfer Certificate for Rule 144A Global Certificate to Regulation S Global Certificate Exhibit G Form of Transfer Certificate for Temporary Regulation S Global Certificate to Rule 144A Global Certificate during Restricted Period Exhibit H Form of Certification to be given by Beneficial Owner of Temporary Regulation S Global Certificate Exhibit I Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Global Certificate Exhibit J Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Global Certificate Exhibit K Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Global Certificate Exhibit L-1 Form of Affidavit Pursuant to Sections 860D(a)(6)(A) and 860E(e)(4) of the Internal Revenue Code of 1986, as Amended Exhibit L-2A Form of Transferor Letter for Transfer of Class R Certificates Exhibit L-2B Form of Transferor Letter for Transfer of Non-Book Entry Certificates (other than Public Certificates) Exhibit L-3 Form of Transferee Letter Exhibit L-4 Form of Investment Representation Letter Exhibit L-5A Form of Transferee Certificate for Transfer of Class VRR Certificates 1 No Class S Certificates will be issued under this Agreement and no form thereof is attached. 2 No Loan-Specific Certificates will be issued under this Agreement and no form thereof is attached. - i -   Exhibit L-5B Form of Transferee Certificate for Transfer of Certificates Evidencing the HRR Interest Exhibit L-5C RESERVED Exhibit L-5D RESERVED Exhibit L-6A Form of Transferor Certificate for Transfer of Class VRR Certificates Exhibit L-6B Form of Transferor Certificate for Transfer of Certificates Evidencing the HRR Interest Exhibit L-6C RESERVED Exhibit L-6D RESERVED Exhibit L-7A Form of Transferee Certificate for Transfer of Uncertificated Interests Exhibit L-7B Form of Transferor Certificate for Transfer of Uncertificated Interests Exhibit M-1A Form of Investor Certification for Non-Borrower Party (for persons other than the Controlling Class Representative, a Controlling Class Certificateholder, a Loan-Specific Controlling Class Representative and/or a Loan-Specific Controlling Class Certificateholder) Exhibit M-1B Form of Investor Certification for Non-Borrower Party (for the Controlling Class Representative, a Controlling Class Certificateholder, a Loan-Specific Controlling Class Representative and/or a Loan-Specific Controlling Class Certificateholder) Exhibit M-1C Form of Investor Certification for Borrower Party (for the Controlling Class Representative, a Controlling Class Certificateholder, a Loan-Specific Controlling Class Representative and/or a Loan-Specific Controlling Class Certificateholder) Exhibit M-1D Form of Investor Certification for Borrower Party (for persons other than the Controlling Class Representative, a Controlling Class Certificateholder, a Risk Retention Consultation Party, a Holder of Class VRR Certificate(s), a Loan-Specific Controlling Class Representative, a Loan-Specific Controlling Class Certificateholder and/or an Uncertificated Interest Owner) Exhibit M-1E Form of Investor Certification for Borrower Party (for a Risk Retention Consultation Party, a Holder of Class VRR Certificate(s) or an Uncertificated Interest Owner) Exhibit M-1F Form of Notice of Excluded Controlling Class Holder Exhibit M-1G Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit M-1H Form of Certification of the Controlling Class Representative and the Loan-Specific Controlling Class Representative Exhibit M-1I Form of Certification of a Risk Retention Consultation Party Exhibit M-2A Form of Investor Certification for Exercising Voting Rights, Pooled Voting Rights or Loan-Specific Voting Rights for Non-Borrower Party Exhibit M-2B Form of Investor Certification for Exercising Voting Rights, Pooled Voting Rights or Loan-Specific Voting Rights for Borrower Party Exhibit M-3 Form of Online Vendor Certification Exhibit M-4 Form of Confidentiality Agreement Exhibit M-5 Form of NRSRO Certification - ii -   Exhibit N Custodian Certification Exhibit O Servicing Criteria to be Addressed in Assessment of Compliance Exhibit P Certain Mortgage Loan REMIC Matters Exhibit Q Retained Defeasance Rights and Obligations Mortgage Loans Exhibit R Form of Operating Advisor Annual Report Exhibit S Mortgage Loan Seller Sub-Servicers and Related Sub-Servicing Agreements Exhibit T Form of Recommendation of Special Servicer Termination Exhibit U Additional Form 10-D Disclosure Exhibit V Additional Form 10-K Disclosure Exhibit W-1 Form of Additional Disclosure Notification Exhibit W-2 Form of Additional Disclosure Notification (Accounts) Exhibit W-3 Form of Notice of Additional Indebtedness Notification Exhibit X Form Certification to be Provided with Form 10-K Exhibit Y-1 Form of Certification to be Provided to Depositor by the Certificate Administrator Exhibit Y-2 Form of Certification to be Provided to Depositor by the Master Servicer Exhibit Y-3 Form of Certification to be Provided to Depositor by the Special Servicer Exhibit Y-4 Form of Certification to be Provided to Depositor by the Operating Advisor Exhibit Y-5 Form of Certification to be Provided to Depositor by the Custodian Exhibit Y-6 Form of Certification to be Provided to Depositor by the Trustee Exhibit Y-7 Form of Certification to be Provided to Depositor by the Asset Representations Reviewer Exhibit Y-8 Form of Certification to be Provided to Depositor by a Sub-Servicer Exhibit Y-9 Form of Certification to be Provided to Depositor by the Back-Up Advancing Agent Exhibit Z Form 8-K Disclosure Information Exhibit AA-1 Form of Power of Attorney for Master Servicer Exhibit AA-2 Form of Power of Attorney for Special Servicer Exhibit BB RESERVED Exhibit CC-1 Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights Exhibit CC-2 Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights Exhibit DD Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit EE RESERVED Exhibit FF-1 Form of Notice Regarding Outside Serviced Mortgage Loan(s) (Mountain Industrial Portfolio) Exhibit FF-2 Form of Notice Regarding Outside Serviced Mortgage Loan(s) (Marriott Savannah Riverfront) Exhibit FF-3 Form of Notice Regarding Outside Serviced Mortgage Loan(s) (1 Willoughby Square and 535 & 545 5th Avenue) - iii -   Exhibit FF-4 Form of Notice Regarding Outside Serviced Mortgage Loan(s) (Del Rey Campus and 400 Arcola Road) Exhibit FF-5 Form of Notice Regarding Servicing Shift Mortgage Loan(s) (ONX Industrial Campus) Exhibit FF-6 Form of Notice Regarding Outside Serviced Servicing Shift Mortgage Loan(s) (Marriott Savannah Riverfront) Exhibit FF-7 Form of Notice Regarding Outside Serviced Servicing Shift Mortgage Loan(s) (Del Rey Campus) Exhibit GG Specified Mortgage Loans Exhibit HH Form of Asset Review Report Exhibit II Form of Asset Review Report Summary Exhibit JJ Asset Review Procedures Exhibit KK Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit LL Form of Notice of [Additional Delinquent Loan][Cessation of Delinquent Loan][Cessation of Asset Review Trigger] Exhibit MM Form of Certificate Administrator Receipt in Respect of Risk Retention Certificates Exhibit NN Initial Serviced Companion Loan Holders     - iv - Pooling and Servicing Agreement, dated as of May 1, 2026, among Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer, LNR Partners, LLC, as Special Servicer, BellOak, LLC, as Operating Advisor, BellOak, LLC, as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Savings Fund Society, FSB, as Trustee. PRELIMINARY STATEMENT: (Terms used but not defined in this Preliminary Statement shall have the meanings specified in Article I hereof) The Depositor intends to sell pass-through certificates to be issued hereunder in multiple classes which in the aggregate, together with the Uncertificated Interests, will evidence the entire beneficial ownership interest in the Trust Fund consisting primarily of the Mortgage Loans (including any Mortgage Loan REMIC Regular Interest represented by a Loan-REMIC Held Mortgage Loan) and any Trust Subordinate Companion Loan(s). As provided herein, the Certificate Administrator will elect that various segregated portions of the Trust Fund (other than any assets of the Trust Fund included in a Mortgage Loan REMIC or a Trust Subordinate Companion Loan REMIC and other than any Grantor Trust Assets) be treated for federal income tax purposes as two separate REMICs, designated as the “ Upper-Tier REMIC ” and the “ Lower-Tier REMIC ”, respectively. In addition, the Certificate Administrator will make a separate REMIC election (with each resulting REMIC being designated as a “ Mortgage Loan REMIC ”) with respect to each Mortgage Loan, if any, set forth on Exhibit P hereto and other related assets, and the corresponding interests in any REO Property with respect thereto and the proceeds thereof for federal income tax purposes as described in the related REMIC Declaration (as defined herein), and a separate REMIC election with respect to each Trust Subordinate Companion Loan, if any (with each resulting REMIC, if any, being designated as a “ Trust Subordinate Companion Loan REMIC ”). In addition, the parties intend that the portion of the Trust Fund consisting of any Grantor Trust Assets will be treated as a grantor trust under subpart E of Part I of subchapter J of the Code. Solely for federal income tax purposes, the Grantor Trust Certificates and the Grantor Trust Uncertificated Interests shall represent undivided beneficial interests in any Grantor Trust Assets. MORTGAGE LOAN REMIC(S) For the avoidance of doubt, none of the Mortgage Loans will be included in its own Mortgage Loan REMIC.  Accordingly, no separate REMIC elections will be or have been made as to any Mortgage Loan, and no Mortgage Loan REMICs or Mortgage Loan REMIC Regular Interests will exist. TRUST SUBORDINATE COMPANION LOAN REMIC(S) For the avoidance of doubt, the Trust Fund will not include any Trust Subordinate Companion Loans. Accordingly, no separate REMIC elections will be made as to any Trust Subordinate Companion Loan, and no Trust Subordinate Companion Loan REMICs, Trust   - 1 -     Subordinate Companion Loan REMIC Regular Interests or Trust Subordinate Companion Loan REMIC Residual Interests shall exist. LOWER-TIER REMIC The Lower-Tier REMIC will hold any Mortgage Loan REMIC Regular Interests and, except for any Loan REMIC Held Mortgage Loans, the Mortgage Loans (exclusive of any Excess Interest) and will issue (i) multiple classes of uncertificated Lower-Tier Regular Interests (designated as the Class LA-1, Class LA-2, Class LA-3, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF-RR and Class LG-RR Lower-Tier Regular Interests, respectively), each of which will constitute a class of “regular interests” in the Lower-Tier REMIC, (ii) only if the table in the next paragraph indicates that it has an original Lower-Tier Principal Balance greater than zero, an additional class of uncertificated Lower-Tier Regular Interests (designated as the Class LVRR Lower-Tier Regular Interest), which (if issued) will constitute a class of “regular interests” in the Lower-Tier REMIC, (iii) only if the table in the next paragraph indicates that it has an original Lower-Tier Principal Balance greater than zero, another additional class of uncertificated Lower-Tier Regular Interests (designated as the Class LUVRR Lower-Tier Regular Interest), which (if issued) will constitute a class of “regular interests” in the Lower-Tier REMIC, and (iv) the Lower-Tier Residual Interest, which will be the sole class of “residual interests” in the Lower-Tier REMIC and will be evidenced by the Class R Certificates. The following table sets forth the per annum rate at which interest will accrue on, and the original Lower-Tier Principal Balance of, each Lower-Tier Regular Interest: Designation of Lower-Tier Regular Interest Interest Rate Original Lower-Tier Principal Balance Class LA-1 (1) $2,580,000 Class LA-2 (1) $122,000,000 Class LA-3 (1) $386,350,000 Class LA-S (1) $73,902,000 Class LB (1) $36,495,000 Class LC (1) $29,196,000 Class LD (1) $25,547,000 Class LE (1) $14,598,000 Class LF-RR (1) $10,036,000 Class LG-RR (1) $29,196,560 Class LVRR (1) $15,212,171 Class LUVRR (1) $5,042,007 (1)       Each Lower-Tier Regular Interest will accrue interest at the WAC Rate in effect from time to time. The Lower-Tier Residual Interest will not have a Lower-Tier Principal Balance, will not bear interest and will not be entitled to distributions of Yield Maintenance Charges. Any Aggregate Available Funds remaining in the Lower-Tier REMIC Distribution Account after all distributions deemed made on the Lower-Tier Regular Interests on any Distribution Date will be payable to the Holders of the Class R Certificates in respect of the Lower-Tier Residual Interest.   - 2 -     UPPER-TIER REMIC The Upper-Tier REMIC will hold the Lower-Tier Regular Interests and any Trust Subordinate Companion Loan REMIC Regular Interests and will issue (i) the Class A-1, Class A-2, Class A-3, Class A-S, Class B, Class C, Class D, Class E, Class F-RR and Class G-RR Certificates, each class of which evidences a class of “regular interests” in the Upper-Tier REMIC, (ii) only if the table in the next paragraph indicates that it has an original Certificate Balance greater than zero, the Class VRR Certificates, which (if issued) will be a class of “regular interests” in the Upper-Tier REMIC, (iii) only if the table in the next paragraph indicates that it has an original Uncertificated Interest Balance greater than zero, the Uncertificated VRR Interest, which (if issued) will be a class of “regular interests” in the Upper Tier REMIC, (iv) the Class X-A, Class X-B and Class X-D Certificates, each class of which evidences one or more classes of “regular interests” in the Upper-Tier REMIC, (v) any Loan-Specific Certificates, each class of which evidences a class of “regular interests” in the Upper-Tier REMIC, (vi) any Loan-Specific Uncertificated Interests, each of which will be a class of “regular interests” in the Upper-Tier REMIC, and (vii) the Upper-Tier Residual Interest, which will be the sole class of “residual interests” in the Upper-Tier REMIC and will also be evidenced by the Class R Certificates. For the avoidance of doubt, no Loan-Specific Certificates or Loan-Specific Uncertificated Interests shall be issued on the Closing Date, and any references to “Loan-Specific Certificates”, “Loan-Specific Certificate”, “Loan-Specific Uncertificated Interests” and “Loan-Specific Uncertificated Interest” in this Agreement shall be disregarded. The following table sets forth the approximate initial pass-through rate and the original Certificate Balance or, in the case of each Class of Interest-only Trust Certificates, the original Notional Amount or, in the case of each Uncertificated Interest, the original Uncertificated Interest Balance, as applicable, for each Class of Non-Vertically Retained Regular Certificates, the Class VRR Certificates, the Uncertificated VRR Interest, each Class of Loan-Specific Certificates (if any), and each Loan-Specific Uncertificated Interest (if any): Class Designation Approximate Initial Pass-Through Rate ( per annum ) Original Certificate Balance / Original Notional Amount/Original Uncertificated Interest Balance Class A-1 4.62600% $2,580,000 Class A-2 4.98400% $122,000,000 Class A-3 5.46800% $386,350,000 Class X-A (1) 1.21805% $510,930,000 Class X-B (1) 0.68435% $139,593,000 Class A-S 5.78200% $73,902,000 Class B 6.08400% $36,495,000 Class C 5.88200% $29,196,000 Class X-D (1) 2.06622% $25,547,000 Class D 4.50000% $25,547,000 Class E 6.56622% $14,598,000 Class F-RR 6.56622% $10,036,000 Class G-RR 6.56622% $29,196,560   - 3 -       Class Designation Approximate Initial Pass-Through Rate ( per annum ) Original Certificate Balance / Original Notional Amount/Original Uncertificated Interest Balance Class VRR (2) $15,212,171 Uncertificated  VRR Interest (3) $5,042,007 (1) The Class X-A, Class X-B and Class X-D Certificates will not have Certificate Balances; rather, each such Class of Certificates will accrue interest as provided herein on the related Notional Amount. (2) Other than for tax reporting purposes, the Class VRR Certificates will not have a Pass-Through Rate, but will be entitled to interest on any Distribution Date equal to a pro rata portion of the VRR Interest Distribution Amount for such Distribution Date as set forth in Section 4.01(c) . For tax reporting purposes, the Class VRR Certificates will accrue interest at the WAC Rate in effect from time to time. (3) Other than for tax reporting purposes, the Uncertificated VRR Interest will not have a Pass-Through Rate, but will be entitled to interest on any Distribution Date equal to a pro rata portion of the VRR Interest Distribution Amount for such Distribution Date as set forth in Section 4.01(c) .  For tax reporting purposes, the Uncertificated VRR Interest will accrue interest at the WAC Rate in effect from time to time. The Upper-Tier Residual Interest will not have a Certificate Balance or Notional Amount, will not bear interest and will not be entitled to distributions of Yield Maintenance Charges. Any Available Funds remaining in the Upper-Tier REMIC Distribution Account, after all required distributions under this Agreement have been made with respect to the Non-Vertically Retained Regular Certificates, any Loan-Specific Certificates and Loan-Specific Uncertificated Interests, and the Combined VRR Interest, will be distributed to the Holders of the Class R Certificates in respect of the Upper-Tier Residual Interest. The following table sets forth, with respect to each Class of Non-Vertically Retained Principal Balance Certificates, the Class VRR Certificates, the Uncertificated VRR Interest, each Class of Loan-Specific Principal Balance Certificates (if any), and each Loan-Specific Uncertificated Interest (if any), the corresponding Lower-Tier Regular Interest (the “ Corresponding Lower-Tier Regular Interest ”) or Trust Subordinate Companion Loan REMIC Regular Interest (the “ Corresponding Trust Subordinate Companion Loan REMIC Regular Interest ”), as applicable, and any corresponding component of the Interest-Only Trust Certificates (the “ Corresponding Component ”). Each Class of Principal Balance Certificates constitutes the “Corresponding Certificates” with respect to each of the Corresponding Lower-Tier Regular Interest and the Corresponding Component (if any) for that Class. The Uncertificated VRR Interest is deemed to be the “Corresponding Certificates” with respect to the Class LUVRR Lower-Tier Regular Interest. Each Class of Loan-Specific Principal Balance Certificates (if any) constitutes the “Corresponding Certificates” with respect to the Corresponding Trust Subordinate Companion Loan REMIC Regular Interest and the Corresponding Component (if any) for that Class. Each Loan-Specific Uncertificated Interest (if any) is deemed to constitute the “Corresponding Certificates” with respect to the Corresponding Trust Subordinate Companion Loan REMIC Regular Interest for that Loan-Specific Uncertificated Interest. For the avoidance of doubt, no Loan-Specific Principal Balance Certificates, Loan-Specific Uncertificated Interests or “Trust Subordinate Companion Loan REMIC Regular Interests” shall be issued on the Closing Date, and any references to “Loan-Specific Principal Balance Certificates”, “Loan-Specific Principal Balance Certificate”, “Loan-Specific Uncertificated Interests”, “Loan-Specific Uncertificated Interest”, “Trust Subordinate Companion Loan REMIC   - 4 -     Regular Interests”, “Trust Subordinate Companion Loan REMIC Regular Interest”, “Corresponding Trust Subordinate Companion Loan REMIC Regular Interests” or “Corresponding Trust Subordinate Companion Loan REMIC Regular Interest” in this Agreement shall be disregarded. Class Designation Corresponding Lower-Tier Regular Interest or Corresponding Trust Subordinate Companion Loan REMIC Regular Interest (1) Corresponding Component (1) Class A-1 Class LA-1 Class A-1 Class A-2 Class LA-2 Class A-2 Class A-3 Class LA-3 Class A-3 Class A-S Class LA-S Class A-S Class B Class LB Class B Class C Class LC Class C Class D Class LD Class D Class E Class LE N/A Class F-RR Class LF-RR N/A Class G-RR Class LG-RR N/A Class VRR Class LVRR N/A Uncertificated VRR Interest Class LUVRR N/A (1) The Corresponding Lower-Tier Regular Interest and the Corresponding Component, if any, with respect to any Class of Non-Vertically Retained Principal Balance Certificates are also the Corresponding Lower-Tier Regular Interest and Corresponding Component with respect to each other. The Corresponding Trust Subordinate Companion Loan REMIC Regular Interest and the Corresponding Component, if any, with respect to any Class of Loan-Specific Principal Balance Certificates are also the Corresponding Trust Subordinate Companion Loan REMIC Regular Interest and Corresponding Component with respect to each other. The Holders of each Class of Loan-Specific Certificates and the owner of each Loan-Specific Uncertificated Interest shall only be entitled to receive distributions in respect of, and shall only incur losses with respect to, the related Trust Subordinate Companion Loan, which is not part of the Mortgage Pool backing the Certificates. Neither the Uncertificated VRR Interest nor any Class of Certificates (other than the Class R Certificates) has an interest in any Trust Subordinate Companion Loan. GRANTOR TRUST The portions of the Trust Fund consisting of any Grantor Trust Assets shall be treated as a grantor trust under subpart E, part I of subchapter J of the Code (the “ Grantor Trust ”) for federal income tax purposes. The Grantor Trust Certificates shall represent, and the Grantor Trust Uncertificated Interests shall constitute, undivided beneficial interests in the Grantor Trust Assets. As provided herein, the Certificate Administrator shall not take any actions that would cause the Grantor Trust to either (i) lose its status as a “grantor trust” or (ii) be treated as part of any Trust REMIC. For the avoidance of doubt, there are no Grantor Trust Assets and, accordingly, no Grantor Trust will be created, no Grantor Trust Certificates or Grantor Trust   - 5 -     Uncertificated Interests will be issued on the Closing Date, and any references to “Grantor Trust Assets”, “Grantor Trust”, “Grantor Trust Certificates”, “Grantor Trust Certificate”, “Grantor Trust Uncertificated Interests” or “Grantor Trust Uncertificated Interest” in this Agreement shall be disregarded. WHOLE LOANS The following table (the “ Whole Loan Table ”) identifies, by loan number for the related Mortgage Loan and name of the related Mortgaged Property or portfolio of Mortgaged Properties (in each case as set forth on the Mortgage Loan Schedule), each of the Whole Loans related to the Trust as of the Closing Date, and further, with respect to each such Whole Loan, sets forth or otherwise identifies as of the Closing Date: (1) whether the subject Whole Loan is a Serviced Whole Loan, an Outside Serviced Whole Loan or a Servicing Shift Whole Loan; (2) in the case of an Outside Serviced Whole Loan, the applicable Outside Servicing Agreement; and (3) the Note(s) that evidences or collectively evidence, as applicable, (a) the related Mortgage Loan, (b) any related Pari Passu Companion Loan(s) and (c) any related Subordinate Companion Loan(s). Loan No. for related Mortgage Loan Name of related Mortgaged Property or Portfolio of Mortgaged Properties Servicing Type Outside Servicing Agreement Mortgage Loan Pari Passu Companion Loan(s) Subordinate Companion Loan(s) 1 Mountain Industrial Portfolio Outside Serviced MTN 2026-LPFX TSA Note A-3-4 Note A-4-4 Note A-1-1 Note A-2-1 Note A-1-2 Note A-2-2 Note A-1-3 Note A-2-3 Note A-1-4 Note A-2-4 Note A-1-5 Note A-2-5 Note A-1-6 Note A-2-6 Note A-3-1-1 Note A-4-1-1 Note A-3-1-2 Note A-4-1-2 Note A-3-2-1 Note A-4-2-1 Note A-3-2-2 Note A-4-2-2 Note A-3-2-3 Note A-4-2-3 Note A-3-3 Note A-4-3 Note A-3-5 Note A-4-5 Note A-3-6 Note A-4-6 Note B-1-1 Note B-2-1 Note B-1-2 Note B-2-2 Note B-1-3 Note B-2-3 Note B-1-4 Note B-2-4 Note B-1-5 Note B-2-5 Note B-1-6 Note B-2-6 2 Compass Storage National Portfolio Serviced N/A Note A-1 Note A-2 Note A-3 Note A-4 N/A   - 6 -     Loan No. for related Mortgage Loan Name of related Mortgaged Property or Portfolio of Mortgaged Properties Servicing Type Outside Servicing Agreement Mortgage Loan Pari Passu Companion Loan(s) Subordinate Companion Loan(s) 3 Pinnacle Tower Serviced N/A Note A-1 Note A-2 Note A-3 N/A 9 Marriott Savannah Riverfront Outside Serviced (1) BBCMS 2026-5C41 PSA (2) Note A-2   Note A-1 Note A-3 N/A 10 1 Willoughby Square Outside Serviced Benchmark 2026-V20 PSA Note A-3 Note A-1 Note A-2 N/A 11 ONX Industrial Campus Servicing Shift (3) N/A (4) Note A-3 Note A-4 Note A-1 Note A-2 Note A-5 Note A-6 Note A-7 Note A-8 N/A 16 535 & 545 5th Avenue Outside Serviced Benchmark 2026-V20 PSA Note A 2-2 Note A-1 Note A-2-1 Note A-3 Note A-4 Note A-5 Note A-6 Note A-7 Note A-8 Note A-9 Note A-10 Note A-11 Note A-12-1 Note A-12-2 N/A 18 Del Rey Campus Outside Serviced (1) Benchmark 2026-V21 PSA (5) Note A-3 Note A-1 Note A-2 Note A-4 N/A 22 400 Arcola Road Outside Serviced Benchmark 2026-V21 PSA Note A-5 Note A-1 Note A-2 Note A-3-1 Note A-3-2 Note A-4 N/A (1)     The related Controlling Pari Passu Companion Loan is evidenced by Note A-1. (2) The Marriott Savannah Riverfront Mortgage Loan (i) is currently being serviced and administered by an Outside Servicer and an Outside Special Servicer pursuant to the BBCMS 2026-5C41 PSA, and (ii) upon the inclusion of the related Controlling Pari Passu Companion Loan in a future commercial mortgage securitization transaction, will be serviced and administered by an Outside Servicer and an Outside Special Servicer pursuant to the Outside Servicing Agreement governing that future commercial mortgage securitization transaction. (3)     The related Servicing Shift Lead Note is Note A-1. (4) As of the Closing Date, a Servicing Shift Whole Loan will be a Serviced Whole Loan serviced pursuant to this Agreement. On and after the related Servicing Shift Date, a Servicing Shift Whole Loan will be an Outside Serviced Whole Loan serviced pursuant to the Outside Servicing Agreement governing the securitization of the related Pari Passu Companion Loan evidenced by the related Servicing Shift Lead Note. (5) The Del Rey Campus Mortgage Loan (i) is currently being serviced and administered by an Outside Servicer and an Outside Special Servicer pursuant to the Benchmark 2026-V21 PSA, and (ii) upon the inclusion of the related Controlling Pari Passu Companion Loan in a future commercial mortgage securitization transaction, will be serviced and administered by an Outside Servicer and an Outside Special Servicer pursuant to the Outside Servicing Agreement governing that future commercial mortgage securitization transaction.     - 7 -           CREDIT RISK RETENTION Regular Certificates and Class S Certificates CREFI will be the “retaining sponsor” (as such term is defined in Regulation RR) for the securitization transaction constituted by the securitization of the Mortgage Pool and the issuance, offer and sale of the Non-Vertically Retained Regular Certificates and, if issued, the Class S Certificates. CREFI is expected, on the Closing Date, to partially satisfy its risk retention obligation through the acquisition and retention (directly or through one or more Majority-Owned Affiliates) by (i) the Third Party Purchaser of all of the HRR Interest and (ii) GS Bank, an originator of Mortgage Loans, of the Uncertificated VRR Interest. In addition, CREFI is expected to satisfy the remainder of its risk retention obligation by acquiring, on the Closing Date, and retaining (directly or through a Majority-Owned Affiliate) the Class VRR Certificates in the initial aggregate principal amount of $15,212,171. Loan-Specific Certificates and Loan-Specific Uncertificated Interests For the avoidance of doubt, the Trust Fund will not include any Trust Subordinate Companion Loans, and no Loan-Specific Certificates or Loan-Specific Uncertificated Interests will be issued. Accordingly, there will not be a “retaining sponsor” (as such term is defined in Regulation RR) or any required risk retention for a securitization transaction constituted by the securitization of a Trust Subordinate Companion Loan and the issuance, offer and sale of the related Loan-Specific Certificates. * * * * * As of the Cut-off Date, the Mortgage Loans have an aggregate Stated Principal Balance equal to approximately $750,154,739. As of the Cut-off Date, there are no Trust Subordinate Companion Loans in the Trust Fund, and therefore the Stated Principal Balance thereof is $0. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee agree as follows: Article I DEFINITIONS Section 1.01                  Defined Terms . From time to time, a particular Mortgaged Property or portfolio of Mortgaged Properties may be identified in this Agreement by name (for example, the Compass Storage National Portfolio Mortgaged Properties); when that occurs, we are referring to the Mortgaged Property or portfolio of Mortgaged Properties identified by that name on the Mortgage Loan Schedule. From time to time, a particular Mortgage Loan or Whole Loan may be identified in this Agreement by name (for example, the Compass Storage National Portfolio Mortgage Loan or the   - 8 -     Compass Storage National Portfolio Whole Loan); when that occurs, we are referring to the Mortgage Loan or Whole Loan, as the case may be, secured by the Mortgaged Property or portfolio of Mortgaged Properties identified by that name on the Mortgage Loan Schedule. From time to time, a particular Companion Loan may be identified in this Agreement by name (for example, a Compass Storage National Portfolio Companion Loan); when that occurs, we are referring to the (or, if applicable, an individual) Companion Loan secured by the Mortgaged Property or portfolio of Mortgaged Properties identified by that name on the Mortgage Loan Schedule. With respect to any Mortgage Loan that is part of a Whole Loan, when the name of a related Mortgaged Property or portfolio of Mortgaged Properties identified on the Mortgage Loan Schedule (for example, Compass Storage National Portfolio) is combined with any Whole Loan-related defined term (for example, Companion Loan Holder), reference is being made to such combined term (for example, Compass Storage National Portfolio Companion Loan Holder) as it relates to that particular Mortgage Loan or the related Whole Loan as if it were so defined in this Agreement. In addition, whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. “ 10-K Filing Deadline ”: As defined in Section 10.05 of this Agreement. “ 30/360 Basis ”: The accrual of interest on the basis of a 360-day year consisting of twelve 30-day months. “ AB Modified Loan ”: Any Corrected Loan (1) that became a Corrected Loan (which includes for purposes of this definition any Outside Serviced Mortgage Loan that became a “corrected loan” (or any term substantially similar thereto) pursuant to the related Outside Servicing Agreement) due to a modification thereto that resulted in the creation of an A/B note structure (or similar structure) and as to which the new junior note(s) did not previously exist or the principal amount of the new junior note(s) was previously part of either an A note held by the Trust or the original unmodified Trust Loan and (2) as to which an Appraisal Reduction Amount is not in effect. “ AB Whole Loan ”: A Whole Loan that includes a Subordinate Companion Loan. The only AB Whole Loans related to the Trust as of the Closing Date are those with related Notes listed in the Whole Loan Table under the column heading “Subordinate Companion Loan(s).” “ Accelerated Mezzanine Loan ”: A mezzanine loan (secured by a pledge of the direct (or indirect) equity interests in a Mortgagor under a Mortgage Loan or Whole Loan) if such mezzanine loan either (i) has been accelerated, or (ii) is the subject of foreclosure proceedings against the equity collateral pledged to secure that mezzanine loan. “ Acceptable Insurance Default ”: With respect to any Serviced Mortgage Loan (or Serviced Whole Loan), any Default arising when the related Loan Documents require that the related Mortgagor must maintain all risk casualty insurance or other insurance that covers damages or losses arising from acts of terrorism and the Special Servicer has determined, in its reasonable judgment in accordance with the Servicing Standard (and with the consent of the applicable Directing Holder and after non-binding consultation with any applicable Consulting Parties pursuant to Section 6.09 ), that (i) such insurance is not available at commercially reasonable rates and the subject hazards are not commonly insured against by prudent owners of similar real   - 9 -     properties located in or near the geographic region in which the Mortgaged Property is located (but only by reference to such insurance that has been obtained by such owners at current market rates), or (ii) such insurance is not available at any rate; provided , however , that the applicable Directing Holder shall be required to respond to the Special Servicer’s request for such consent (or be deemed to have provided such consent) within the time period in Section 6.09(a) with respect to Acceptable Insurance Defaults; provided , further , that upon the Special Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances do not allow the Special Servicer to consult with the applicable Consulting Parties, the Special Servicer shall not be required to do so. In making this determination, the Special Servicer, to the extent consistent with the Servicing Standard, may rely on the opinion of an insurance consultant. “ Accrued Component Interest ”: With respect to each Component for any Distribution Date, one month’s interest at the Class X Strip Rate applicable to such Component for such Distribution Date, accrued on the Component Notional Amount of such Component outstanding immediately prior to such Distribution Date. Accrued Component Interest shall be calculated on a 30/360 Basis and, with respect to any Component and any Distribution Date, shall be deemed to accrue during the calendar month preceding the month in which such Distribution Date occurs. “ Act ” or “ Securities Act ”: The Securities Act of 1933, as it may be amended from time to time and the rules and regulations thereunder. “ Actual/360 Basis ”: The accrual of interest on the basis of the actual number of days elapsed during any relevant accrual period in a year assumed to consist of 360 days. “ Actual/360 Mortgage Loan ”: A Mortgage Loan that accrues interest on an Actual/360 Basis. “ Additional Debt ”: With respect to any Mortgage Loan, any debt owed by the related Mortgagor to a party other than the lender under such Mortgage Loan that is secured by the related Mortgaged Property. “ Additional Disclosure Notification ”: The form of notification to be included with any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information which is attached to this Agreement as Exhibit W . “ Additional Form 10-D Disclosure ”: As defined in Section 10.04 of this Agreement. “ Additional Form 10-K Disclosure ”: As defined in Section 10.05 of this Agreement. “ Additional Information ”: As defined in Section 4.02(a) of this Agreement. “ Additional Servicer ”: Each Affiliate of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Depositor, any Mortgage Loan Seller or any of the Underwriters that Services any of the Mortgage Loans, each Outside Servicer, each Outside Special Servicer and each Person, other than the Special Servicer or the Certificate Administrator,   - 10 -     who is not an Affiliate of the Master Servicer, the Certificate Administrator, the Trustee, the Depositor, any Mortgage Loan Seller or any of the Underwriters who Services 10% or more of the Mortgage Loans by unpaid principal balance calculated in accordance with the provisions of Regulation AB. “ Additional Servicing Compensation ”: As defined in Section 3.12(a) of this Agreement. “ Additional Special Servicing Compensation ”: As defined in Section 3.12(c) of this Agreement. “ Additional Trust Fund Expenses ”: (i) Special Servicing Fees, Workout Fees and Liquidation Fees, (ii) interest in respect of unreimbursed Advances, (iii) the cost of various default-related or unanticipated Opinions of Counsel required or permitted to be obtained in connection with the servicing of the Trust Loans and the administration of the Trust Fund, (iv) unanticipated, non-Mortgage Loan specific expenses of the Trust Fund, including indemnities and expense reimbursements to the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Depositor and federal, state and local taxes, and tax-related expenses, specifically payable out of the Trust Fund, (v) any fees or expenses that are expressly designated as an Additional Trust Fund Expense pursuant to any provision of this Agreement and (vi) any other default-related or unanticipated expense of the Trust Fund that is not covered by a Property Advance and for which there is no corresponding collection from a Mortgagor. “ Administrative Cost Rate ”: With respect to any Trust Loan as of any date of determination, a per annum rate equal to the sum of the Servicing Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Ongoing Fee Rate, the CREFC ® Intellectual Property Royalty License Fee Rate and the Trustee/Certificate Administrator Fee Rate. “ Advance ”: Any P&I Advance or Property Advance. “ Advance Interest Amount ”: Interest at the Advance Rate on the aggregate amount of P&I Advances and Property Advances for which the Master Servicer, the Special Servicer or the Back-Up Advancing Agent, as applicable, have not been reimbursed for the number of days from the date on which such Advance was made through, but not including, the date of reimbursement of the related Advance, less any amount of interest previously paid on such Advance; provided , however , that with respect to any P&I Advance made prior to the expiration of the related grace period (or, if there is no grace period, on or prior to the related Due Date), interest on such P&I Advance shall accrue only from and after the expiration of such grace period (or, if there is no grace period, from and after the related Due Date) and only if the subject Trust Loan is then still delinquent; and provided , further , that interest at the Advance Rate shall not accrue on any Advance made to cover a delinquent Applicable Monthly Payment that has been received after the Determination Date and prior to 2:00 p.m. (Eastern Time) on the related Master Servicer Remittance Date. “ Advance Rate ”: A per annum rate equal to the Prime Rate, compounded annually (and solely with respect to the Master Servicer, subject to a floor rate of 2.0% per annum ).   - 11 -     “ Affected Loan(s) ”: As defined in Section 2.03(a) of this Agreement. “ Affiliate ”: With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person; provided that, solely for the purposes of the definition of “Borrower Party”, the term “Affiliate” means, with respect to any specified Person, (i) any other Person controlling or controlled by or under common control with such specified Person or (ii) any other Person that owns, directly or indirectly, 25% (or in the case of a Trust Subordinate Companion Whole Loan, 10%) or more of the beneficial interests in such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing. Upon reasonable request of the Trustee and/or the Certificate Administrator, the Trustee and/or the Certificate Administrator may obtain and rely on an Officer’s Certificate of the Master Servicer, the Special Servicer or the Depositor to determine whether any Person is an Affiliate of such party. “ Affirmative Asset Review Vote ”: As defined in Section 11.01(a) . “ Aggregate Available Funds ”: With respect to any Distribution Date, an amount equal to the sum of the following (without duplication): (a)       the aggregate amount of all cash received on the Mortgage Loans and any REO Properties on deposit in the Collection Account (in each case, exclusive of any amount on deposit in or credited to any portion of the Collection Account that is held for the benefit of the Companion Loan Holders or is otherwise allocable to any Trust Subordinate Companion Loan) and/or the Lower-Tier REMIC Distribution Account as of the close of business on the Business Day immediately preceding the related Master Servicer Remittance Date (including, in the case of the initial Distribution Date, any Initial Month’s Interest Deposit Amount(s)), exclusive of any portion of the foregoing that represents (without duplication): (i)&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;Monthly Payments, together with any Balloon Payments that are accompanied by interest through the related Maturity Date, paid by the related Mortgagors in respect of a Mortgage Loan, that are due on a Due Date (without regard to grace periods) that occurs after the related Determination Date; (ii)&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;payments (scheduled or otherwise) of principal (including Principal Prepayments) and interest, Net Liquidation Proceeds, Net Insurance Proceeds, Net Condemnation Proceeds and other unscheduled recoveries that were received in respect of the Mortgage Pool subsequent to the related Determination Date (other than any remittances on the Outside Serviced Mortgage Loans or the Trust’s applicable interest in any related REO Property contemplated by clause (b) of this definition for the subject Distribution Date); (iii)&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;amounts payable or reimbursable to any Person from the Collection Account pursuant to clauses (ii) through (ix), inclusive, of Section 3.06(a) of this Agreement;   - 12 -     (iv)&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;Yield Maintenance Charges on the Mortgage Loans; (v)&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;Excess Interest on the ARD Loan(s); (vi)&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;Penalty Charges retained in the Collection Account pursuant to Section 3.14 of this Agreement; (vii)&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;all amounts deposited in the Collection Account or the Lower-Tier REMIC Distribution Account, as the case may be, in error; and (viii)&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;with respect to the Mortgage Loans (including REO Mortgage Loans) for which Withheld Amounts are required to be deposited in the Interest Reserve Account, and any Distribution Date in January (other than during a leap year) or February of any calendar year (unless such Distribution Date is the final Distribution Date), an amount equal to one day of interest on the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in the month preceding the month in which the subject Distribution Date occurs at the related Mortgage Rate, less the Administrative Cost Rate, to the extent such amounts are on deposit in the Collection Account; (b)       if and to the extent not already included in clause (a) of this definition for the subject Distribution Date, (i) the aggregate amount allocable to the Mortgage Loans transferred from any REO Account or Whole Loan Custodial Account to the Collection Account for the subject Distribution Date pursuant to Section 3.16 or Section 3.06A , as applicable, of this Agreement, and (ii) all remittances received on the Outside Serviced Mortgage Loans or the Trust’s interest in any related REO Property in the month of the subject Distribution Date, in each case to the extent that such transfer is made or such remittances are received, as the case may be, by the close of business on the Business Day immediately preceding the related Master Servicer Remittance Date; (c)       the aggregate amount of any Compensating Interest Payments made by the Master Servicer with respect to the Mortgage Loans with respect to the subject Distribution Date and P&I Advances made by the Master Servicer or the Back-Up Advancing Agent, as applicable, with respect to the Mortgage Loans for the subject Distribution Date (net of the related Trustee/Certificate Administrator Fee, Asset Representations Reviewer Ongoing Fee and Operating Advisor Fee with respect to the Mortgage Loans (including REO Mortgage Loans) for which such Compensating Interest Payments or P&I Advances are made, to the extent not already deducted from Aggregate Available Funds pursuant to clause (a)(iii) of this definition); (d)       the aggregate amount of Excess Liquidation Proceeds transferred to the Lower-Tier REMIC Distribution Account from the Excess Liquidation Proceeds Reserve Account for distribution on the subject Distribution Date; (e)       with respect to each Actual/360 Mortgage Loan and any Distribution Date occurring in each March (or February, if the related Distribution Date is the final Distribution Date), commencing in 2027, any Initial Interest Deposit Amounts and/or   - 13 -     Withheld Amounts, as applicable, remitted to the Lower-Tier REMIC Distribution Account pursuant to Section 3.23 of this Agreement; and (f)       with respect to each Mortgage Loan, if any, that does not have a Monthly Payment due in June 2026 and the Distribution Date occurring in June 2026, if and to the extent not already included in clause (a) of this definition for such Distribution Date, any Initial Month’s Interest Deposit Amount remitted on the Closing Date by the related Mortgage Loan Seller to the Master Servicer pursuant to Section 1 of the related Mortgage Loan Purchase Agreement. Notwithstanding the investment of funds held in the Collection Account or the Lower-Tier REMIC Distribution Account pursuant to Section 3.07 of this Agreement, for purposes of calculating the Aggregate Available Funds, the amounts so invested shall be deemed to remain on deposit in such account. “ Aggregate Principal Distribution Amount ”: With respect to any Distribution Date, an amount equal to the sum of the following amounts (which, for the avoidance of doubt, will not include any amounts received with respect to any Trust Subordinate Companion Loan or successor REO Companion Loan): (A)       the Scheduled Principal Distribution Amount for such Distribution Date; and (B)       the Unscheduled Principal Distribution Amount for such Distribution Date; provided that the Aggregate Principal Distribution Amount for any Distribution Date shall be reduced, to not less than zero, by the amount of any reimbursements of (i) Nonrecoverable Advances (including any servicing advance with respect to an Outside Serviced Mortgage Loan under the related Outside Servicing Agreement), together with interest on such Nonrecoverable Advances at the Advance Rate, that are paid or reimbursed from principal collections on the Mortgage Loans (including the REO Mortgage Loans) in a period during which such principal collections would have otherwise been included in the Aggregate Principal Distribution Amount for such Distribution Date and (ii) Workout-Delayed Reimbursement Amounts that were paid or reimbursed from principal collections on the Mortgage Loans (including the REO Mortgage Loans) in a period during which such principal collections would have otherwise been included in the Aggregate Principal Distribution Amount for such Distribution Date ( provided that, in the case of clause (i) and (ii) above, if any of the amounts that were reimbursed from principal collections on the Mortgage Loans (including the REO Mortgage Loans) for a prior Distribution Date are subsequently recovered on the related Mortgage Loan (including any successor REO Mortgage Loan with respect thereto), such recovery will increase the Aggregate Principal Distribution Amount for the Distribution Date related to the Collection Period in which such recovery occurs). The principal component of the amounts set forth above shall be determined in accordance with Section 1.02 hereof. “ Agreement ”: This Pooling and Servicing Agreement and all amendments hereof and supplements hereto.   - 14 -     “ A.M. Best ”: A.M. Best Company, Inc. or its successors in interest. If neither A.M. Best nor any successor remains in existence, “A.M. Best” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer and specific ratings of A.M. Best herein referenced shall be deemed to refer to the equivalent ratings (as reasonably determined by the Depositor) of the party so designated. “ Ancillary Fees ”: With respect to any Serviced Loan, any and all demand fees, beneficiary statement charges, fees for insufficient or returned checks and other usual and customary charges and fees or similar fees (other than Modification Fees, Consent Fees, earnout fees (or similar fees), Penalty Charges, Assumption Fees, assumption application fees and defeasance fees) actually received from the related Mortgagor. “ Anticipated Repayment Date ” or “ ARD” : With respect to any ARD Loan, the date upon which such ARD Loan commences accruing interest at its Revised Rate. “ Anticipated Termination Date ”: Any Distribution Date on which it is anticipated that the Trust Fund will be terminated pursuant to Section 9.01(c) of this Agreement. “ Applicable Back-Up Advancing Agent Ratings ”: With respect to any institution that acts or is proposed to act, as the context may require, as the Back-Up Advancing Agent, (a) a rating on its long-term senior unsecured debt or an issuer credit rating of at least “A” by Fitch or a short-term debt rating of at least “F1” by Fitch, (b) a rating on its long-term senior unsecured debt or a long-term issuer rating of at least “A2” by Moody’s or a long-term counterparty risk assessment of at least “A2(cr)” by Moody’s, and (c) a rating on its long-term senior unsecured debt or an issuer credit rating of at least “BBB-” by KBRA (or, if not rated by KBRA, then at least an equivalent rating by two other NRSROs which may include Fitch and Moody’s) (or, in the case of any Rating Agency’s rating requirement set forth in clause (a) , (b) or (c) above, such other rating with respect to which the applicable Rating Agency has provided a Rating Agency Confirmation). “ Applicable Co-sponsors ”: With respect to any Co-sponsored Mortgage Loan or Co-sponsored Trust Subordinate Companion Loan, the related Mortgage Loan Sellers. For the avoidance of doubt, there are no Applicable Co-sponsors because there are no Co-sponsored Mortgage Loans with respect to the Trust, and all references to “Applicable Co-sponsors” shall be disregarded. “ Applicable Fitch Permitted Investment Rating ”: (A) In the case of any investments with maturities of thirty (30) days or less, the short-term obligations of which are rated at least “F1” by Fitch or the long-term obligations of which are rated at least “A” by Fitch, and (B) in the case of such investments with maturities of more than thirty (30) days, the short-term obligations of which are rated at least “F1+” by Fitch or the long-term obligations of which are rated at least “AA-” by Fitch. “ Applicable KBRA Permitted Investment Rating ”: (A) In the case of any investments with maturities of 90 days or less, the short-term obligations of which are rated at least “K3” by KBRA or the long-term obligations of which are rated at least “BBB-” by KBRA, and   - 15 -     (B) in the case of any investments with maturities of more than 90 days but less than 365 days, the short-term obligations of which are rated at least “K1” by KBRA or the long-term obligations of which are rated at least “A-” by KBRA (or, in the case of each of clauses (A) and (B) above, if not then rated by KBRA, an equivalent or higher rating assigned by another NRSRO). “ Applicable Laws ”: As defined in Section 3.01(l) , Section 3.21(h) and Section 8.02(h) , respectively, of this Agreement. “ Applicable Monthly Payment ”: For any Mortgage Loan (including an Outside Serviced Mortgage Loan) or Trust Subordinate Companion Loan with respect to any month (including any such Mortgage Loan or Trust Subordinate Companion Loan as to which the related Mortgaged Property has become an REO Property), the Monthly Payment; provided , however , that for purposes of calculating the amount of any P&I Advance required to be made by the Master Servicer or the Back-Up Advancing Agent, notwithstanding the amount of such Applicable Monthly Payment, interest shall be calculated at the Mortgage Rate less the Servicing Fee Rate and, if applicable, shall be exclusive of Excess Interest; and provided , further , that for purposes of determining the amount of any P&I Advance, the Monthly Payment shall be as reduced pursuant to any modification of a Mortgage Loan or Trust Subordinate Companion Loan pursuant to Section 3.24 of this Agreement or pursuant to the applicable Outside Servicing Agreement, or pursuant to any bankruptcy, insolvency, or other similar proceeding involving the related Mortgagor. “ Applicable Moody’s Permitted Investment Rating ”: In the case of any investments, the short-term debt obligations of which are rated at least “P-1” by Moody’s or the long-term debt obligations of which are rated at least “A2” by Moody’s. “ Applicable Morningstar DBRS Permitted Investment Rating ”: (A) In the case of any investments with maturities of 30 days or less, the short-term obligations (or, if applicable, deposit accounts) of which are rated at least “R-1 (middle)” by Morningstar DBRS or the long-term obligations (or, if applicable, deposit accounts) of which are rated at least “A” by Morningstar DBRS, (B) in the case of any investments with maturities of three months or less, but more than 30 days, the short-term obligations (or, if applicable, deposit accounts) of which are rated at least “R-1 (middle)” by Morningstar DBRS or the long-term obligations (or, if applicable, deposit accounts) of which are rated at least “AA(low)” by Morningstar DBRS, (C) in the case of any investments with maturities of six months or less, but more than three months, the short-term obligations (or, if applicable, deposit accounts) of which are rated in the highest short-term rating category by Morningstar DBRS or the long-term obligations (or, if applicable, deposit accounts) of which are rated at least “AA” by Morningstar DBRS, and (D) in the case of any investments with maturities of 365 days or less, but more than six months, the short-term obligations (or, if applicable, deposit accounts) of which are rated in the highest short-term rating category by Morningstar DBRS or the long-term obligations (or, if applicable, deposit accounts) of which are rated “AAA” by Morningstar DBRS. “ Applicable S&P Permitted Investment Rating ”: (A) In the case of such investments with maturities of sixty (60) days or less, the short-term obligations of which are rated at least “A-1” by S&P, and (B) in the case of such investments with maturities of 365 days or less, but more than sixty (60) days, the short-term obligations of which are rated at least “A-1+” by   - 16 -     S&P (or at least “A-1” by S&P, if the long-term obligations of which are rated at least “AA-” by S&P). “ Applicant ”: As defined in Section 5.07(a) of this Agreement. “ Appraisal ”: An appraisal prepared by an Appraiser, which shall be prepared in accordance with MAI standards. “ Appraisal Reduction Amount ”: For any Distribution Date and for any Serviced Mortgage Loan (or Serviced Whole Loan, if applicable) as to which an Appraisal Reduction Event has occurred and an Appraisal Reduction Amount is required to be calculated by the Special Servicer, an amount equal to the excess, if any, of (a) the Stated Principal Balance of such Serviced Mortgage Loan (or Serviced Whole Loan) as of the last day of the related Collection Period over (b) the excess of (i) the sum of (A) 90% of the appraised value of the related Mortgaged Property or Properties (as determined by (1) one or more Appraisals obtained by the Special Servicer (the cost of which shall be advanced by the Master Servicer as a Property Advance (or, if such Property Advance would be a Nonrecoverable Advance, paid by the Master Servicer out of the Collection Account as an expense of the Trust Fund)) or (2) an internal valuation performed by the Special Servicer with respect to any Serviced Mortgage Loan (considering any Cross-Collateralized Group as a single Mortgage Loan) or Serviced Whole Loan with an outstanding principal balance of less than $2,000,000 ( provided that the Special Servicer may, in its sole discretion in accordance with the Servicing Standard, obtain Appraisal(s) with respect to such Serviced Mortgage Loan or Serviced Whole Loan as contemplated by the preceding clause (1)), minus , with respect to any Appraisal, such downward adjustments as the Special Servicer may make in accordance with the Servicing Standard (without implying any obligation to do so) based upon the Special Servicer’s review of the Appraisal and such other information as the Special Servicer may deem appropriate and (B) all escrows, letters of credit and reserves in respect of such Serviced Mortgage Loan (or Serviced Whole Loan) as of the date of the calculation over (ii) the sum, as of the Due Date occurring in the month of the date of determination, of (A) to the extent not previously advanced by the Master Servicer or the Back-Up Advancing Agent, all unpaid interest on such Serviced Mortgage Loan (or Serviced Whole Loan) at a per annum rate equal to its Mortgage Rate (and with respect to a Serviced Whole Loan, interest on the related Serviced Companion Loan(s) at the related Mortgage Rate), (B) all unreimbursed Advances (which shall include, without limitation, (1) any Advances as to which the advancing party was reimbursed from a source other than the related Mortgagor and (2) any Unliquidated Advances), with interest thereon at the Advance Rate in respect of such Serviced Mortgage Loan (or Serviced Whole Loan) and (C) all currently due and unpaid real estate taxes and assessments, insurance premiums and ground rents, unpaid Special Servicing Fees and all other amounts, due and unpaid with respect to such Serviced Mortgage Loan (or Serviced Whole Loan) (which taxes, premiums, ground rents and other amounts have not been the subject of an Advance by the Master Servicer, the Special Servicer or the Back-Up Advancing Agent, as applicable, and/or for which funds have not been escrowed). Promptly upon knowledge of the occurrence of an Appraisal Reduction Event (or a longer period so long as the Special Servicer is (as certified thereby to the Trustee in writing) diligently and in good faith proceeding to obtain such), if an Appraisal has not been obtained within the immediately preceding nine (9) months (or if the Special Servicer has determined in accordance with the Servicing Standard such Appraisal to be materially inaccurate), the Special Servicer shall use reasonable efforts to obtain an Appraisal, the costs of which shall be paid by the Master Servicer as a Property   - 17 -     Advance (or as an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance), or conduct an internal valuation, as applicable, in accordance with Section 3.10(a) of this Agreement. The Master Servicer shall provide (via electronic delivery) the Special Servicer with information in its possession that is reasonably required to calculate or recalculate any Appraisal Reduction Amount pursuant to this definition using reasonable efforts to deliver such information within five (5) Business Days of the Special Servicer’s reasonable written request. None of the Master Servicer, the Trustee or the Certificate Administrator shall calculate or verify Appraisal Reduction Amounts. On the first Determination Date that is at least five (5) Business Days following the receipt of such Appraisal or the conducting of an internal valuation, the Special Servicer (in consultation with the Controlling Class Representative or applicable Loan-Specific Controlling Class Representative (in each case for so long as such party is a Consenting Party or a Consulting Party)) shall calculate or adjust, as applicable, the Appraisal Reduction Amount to take into account such Appraisal or internal valuation, as applicable, and such information, if any, reasonably requested by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount. Notwithstanding the foregoing, if an Appraisal is required to be obtained in accordance with Section 3.10(a) of this Agreement but is not obtained or, if permitted, an internal valuation has not been conducted, within 60 days after the occurrence of an Appraisal Reduction Event, then, until such Appraisal is obtained or, if permitted, such internal valuation is conducted and solely for purposes of determining the amounts of P&I Advances, the Appraisal Reduction Amount for or allocable to the related Serviced Mortgage Loan (or, in the case of any Trust Subordinate Companion Whole Loan, for such Whole Loan) will equal 25% of the then current Stated Principal Balance of such related Serviced Mortgage Loan (or, in the case of any Trust Subordinate Companion Whole Loan, 25% of the then current Stated Principal Balance of such Whole Loan, subject to allocation in accordance with the second following paragraph); provided that, upon receipt of an Appraisal, or, if permitted, completion of an internal valuation, however, the Appraisal Reduction Amount for such Serviced Mortgage Loan (or Serviced Whole Loan) will be recalculated in accordance with this definition without regard to this sentence. With respect to each Serviced Loan as to which an Appraisal Reduction Event has occurred (unless the Serviced Loan has become a Corrected Loan (if a Servicing Transfer Event had occurred with respect to the related Serviced Loan) and has remained current for three consecutive Monthly Payments, and with respect to which no other Appraisal Reduction Event has occurred during the preceding three months), the Special Servicer shall, within 30 days of each anniversary of such Appraisal Reduction Event, order an Appraisal (which may be an update of the prior Appraisal) (the cost of which will be covered by, and reimbursable as, a Property Advance by the Master Servicer or as an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance) or, if applicable, conduct an internal valuation, provided , however , no new or updated Appraisal or internal valuation will be required if the Serviced Loan or REO Property is under contract to be sold within 90 days of such Appraisal Reduction Event or anniversary thereof and the Special Servicer reasonably believes such sale is likely to close. Based upon such Appraisal or letter updates thereto, or, if applicable, an internal valuation, the Special Servicer shall determine and report to the Master Servicer, the Certificate Administrator and the Back-Up Advancing Agent the Appraisal Reduction Amount, if any, with respect to such Serviced Mortgage Loan (or Serviced Whole Loan), and each of those parties shall be entitled to rely conclusively on such determination by the Special Servicer. The Special Servicer shall deliver a copy of any such Appraisal or internal valuation to the Master Servicer,   - 18 -     the Operating Advisor, the Certificate Administrator and the Back-Up Advancing Agent, which shall be in electronic format. Each Appraisal Reduction Amount shall also be adjusted with respect to the next Distribution Date to take into account any subsequent Appraisal and annual letter updates or, if applicable, any subsequent internal valuation, as of the date of each such subsequent Appraisal or letter update or, if applicable, internal valuation. Upon payment in full or liquidation of any Serviced Loan for which an Appraisal Reduction Amount has been determined, such Appraisal Reduction Amount will be eliminated. In addition, with respect to any Serviced Loan, as to which an Appraisal Reduction Event has occurred, such Serviced Loan shall no longer be subject to the Appraisal Reduction Amount if (a) such Serviced Loan has become a Corrected Loan (if a Servicing Transfer Event had occurred with respect to the related Serviced Loan) and such Serviced Loan becomes and remains current for three consecutive Monthly Payments and (b) no other Appraisal Reduction Event has occurred and is continuing with respect to such Serviced Loan. Appraisal Reduction Amounts with respect to each Serviced Whole Loan shall be allocated, first , to any related Serviced Subordinate Companion Loan(s) (up to the outstanding principal balance(s) thereof), and then , to the related Serviced Mortgage Loan and any related Serviced Pari Passu Companion Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s). Notwithstanding the foregoing, if so provided in the related Co-Lender Agreement, the holder of a Serviced Subordinate Companion Loan may be permitted to post cash or a letter of credit to offset all or some portion of an Appraisal Reduction Amount. Notwithstanding the foregoing, with respect to each Outside Serviced Mortgage Loan, the Appraisal Reduction Amount shall be the portion of any “appraisal reduction amount” relating to such Outside Serviced Whole Loan, that is calculated pursuant to the applicable Outside Servicing Agreement by the related Outside Special Servicer or related Outside Servicer, as applicable, and that is allocable to such Outside Serviced Mortgage Loan pursuant to such Outside Servicing Agreement and the related Co-Lender Agreement. The parties hereto shall be entitled to rely on such calculations as reported to them by the related Outside Servicer or other applicable party under such Outside Servicing Agreement. The Uncertificated Interest Owners and, by their acceptance of their Trust Certificates, the Trust Certificateholders shall be deemed to have acknowledged that the applicable Outside Servicing Agreement and the related Co-Lender Agreement, taken together, provide that any such “appraisal reduction amount” will be calculated under the applicable Outside Servicing Agreement by the applicable party thereto. “ Appraisal Reduction Event ”: With respect to any Serviced Loan, the earliest of (i) the date on which such Serviced Loan becomes a Modified Asset, (ii) the date on which such Serviced Loan is 60 days or more delinquent in respect of any Monthly Payment, which does not include a Balloon Payment, (iii) solely in the case of a delinquent Balloon Payment, (A) the date occurring 30 days after the date on which such Balloon Payment was due (except as described in the immediately following clause (B)) or (B) if the related Mortgagor has delivered to the Master Servicer (who shall promptly deliver a copy thereof to the Special Servicer, who shall deliver a copy thereof to the Controlling Class Representative) or the Special Servicer (who shall promptly deliver a copy thereof to the Master Servicer and the Controlling Class Representative) a signed purchase agreement or a refinancing commitment acceptable to the Special Servicer prior to the   - 19 -     date 30 days after the Balloon Payment was due, the date occurring 120 days after the date on which the Balloon Payment was due (or such shorter period beyond the date on which that Balloon Payment was due during which the refinancing is scheduled to occur), (iv) the date on which the related Mortgaged Property has become an REO Property, (v) a receiver or similar official is appointed and continues for 60 days in such capacity in respect of the related Mortgaged Property, (vi) 60 days after the related Mortgagor is subject to a bankruptcy, insolvency or similar proceedings, which, in the case of an involuntary bankruptcy, insolvency or similar proceeding, is not dismissed within those 60 days, or (vii) the date on which the Serviced Loan (or Serviced Whole Loan) remains outstanding five (5) years following any extension of its Maturity Date pursuant to this Agreement. If an Appraisal Reduction Event occurs with respect to any Serviced Mortgage Loan that is part of a Serviced Whole Loan, then an Appraisal Reduction Event shall be deemed to have occurred with respect to the related Serviced Companion Loan(s). If an Appraisal Reduction Event occurs with respect to any Serviced Companion Loan that is part of a Serviced Whole Loan, then an Appraisal Reduction Event shall be deemed to have occurred with respect to the related Serviced Mortgage Loan and any other Serviced Companion Loan(s) included as part of that Serviced Whole Loan. No Appraisal Reduction Event may occur with respect to any Serviced Loan at any time when the aggregate Certificate Balance of all Classes of Non-Vertically Retained Principal Balance Certificates (other than the Class A-1, Class A-2 and Class A-3 Certificates) and, solely in the case of any Trust Subordinate Companion Whole Loan, also the aggregate Certificate Balance of all related Classes of Loan-Specific Principal Balance Certificates, has been reduced to zero. The Special Servicer shall notify the Master Servicer and the Master Servicer shall notify the Special Servicer, as applicable, promptly upon the occurrence of any of the foregoing events. “ Appraised-Out Class ”: Any Class of Control Eligible Certificates or Loan-Specific Control Eligible Certificates, the Certificate Balance of which (taking into account the allocation of any Appraisal Reduction Amounts or Collateral Deficiency Amounts to notionally reduce the Certificate Balance of such Class) has been reduced to less than 25% of its initial Certificate Balance. “ Appraised Value ”: As of any date of determination, (i) with respect to any Mortgaged Property (other than a Mortgaged Property securing an Outside Serviced Mortgage Loan), the appraised value thereof based upon an appraisal or update thereof prepared by an Appraiser that is contained in the related Servicing File obtained within the time parameters required by this Agreement, and (ii) with respect to each Mortgaged Property securing an Outside Serviced Mortgage Loan, the appraised value allocable thereto, as determined pursuant to the Outside Servicing Agreement. “ Appraiser ”: An Independent nationally recognized professional commercial real estate appraiser who (i) is a member in good standing of the Appraisal Institute, (ii) if the state in which the related Mortgaged Property is located certifies or licenses appraisers, is certified or licensed in such state, and (iii) has a minimum of five years’ experience in the related property type and market. “ Arbitration Rules ”: As defined in Section 2.03(i)(i) . “ Arbitration Services Provider ”: As defined in Section 2.03(i)(i) .   - 20 -     “ ARD Loan ”: Any Mortgage Loan that is identified as having an Anticipated Repayment Date and a Revised Rate on the Mortgage Loan Schedule. For the avoidance of doubt, none of the Mortgage Loans are ARD Loans, and references to “ARD Loan” and “ARD Loans” shall be disregarded. “ Asset Representations Reviewer ”: BellOak, LLC, a Delaware limited liability company, or its successor-in-interest, or any successor Asset Representations Reviewer as herein provided. “ Asset Representations Reviewer Asset Review Fee ”: As defined in Section 11.02(b) . “ Asset Representations Reviewer Ongoing Fee ”: As defined in Section 11.02(a) . “ Asset Representations Reviewer Ongoing Fee Rate ”: As defined in Section 11.02(a) . “ Asset Representations Reviewer Termination Event ”: As defined in Section 11.05(a) . “ Asset Review ”: A review of the compliance of each Delinquent Loan with the representations and warranties of the applicable Mortgage Loan Seller, in accordance with the Asset Review Standard and the procedures set forth on Exhibit JJ hereto. “ Asset Review Notice ”: As defined in Section 11.01(a) . “ Asset Review Quorum ”: In connection with any solicitation of votes to authorize an Asset Review as described in Section 11.01(a) , the Certificateholders evidencing at least 5% of the Pooled Voting Rights represented by all of the Certificates. “ Asset Review Report ”: As defined in Section 11.01(b)(vii)(C) . “ Asset Review Report Summary ”: As defined in Section 11.01(b)(vii)(C) . “ Asset Review Standard ”: The performance by the Asset Representations Reviewer of its duties under this Agreement in good faith subject to the express terms of this Agreement. Except as otherwise expressly set forth in this Agreement, all determinations or assumptions made by the Asset Representations Reviewer in connection with an Asset Review shall be made in the Asset Representations Reviewer’s good faith discretion and judgment based on the facts and circumstances known to it at the time of such determination or assumption. “ Asset Review Trigger ”: Any time when, as of the end of the applicable Collection Period, either (1) Mortgage Loans with an aggregate outstanding principal balance of 30.0% or more of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Mortgage Loans) held by the Trust are Delinquent Loans, or (2) at least 15 Mortgage Loans are Delinquent Loans and the aggregate outstanding principal balance of such Delinquent Loans constitutes at least 20.0% of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Mortgage Loans) held by the Trust.   - 21 -     “ Asset Review Vote Election ”: As defined in Section 11.01(a) . “ Asset Status Report ”: As defined in Section 3.21(b) . “ Assignment of Leases ”: With respect to any Mortgaged Property, any assignment of leases, rents and profits or similar agreement executed by the Mortgagor, assigning to the mortgagee all of the income, rents and profits derived from the ownership, operation, leasing or disposition of all or a portion of such Mortgaged Property, in the form which was duly executed, acknowledged and delivered, as amended, modified, renewed or extended through the date hereof and from time to time hereafter. “ Assumption Fees ”: With respect to any Serviced Mortgage Loan (or Serviced Whole Loan, if applicable), any and all assumption fees of such Serviced Mortgage Loan (or Serviced Whole Loan, if applicable) for transactions effected under Section 3.09(a) , 3.09(b) and 3.09(c) of this Agreement (excluding assumption application fees), actually paid by the related Mortgagor and other applicable fees (not including assumption fees and/or assumption application fees) actually paid by the related Mortgagor in accordance with the related Loan Documents, with respect to any assumption or substitution agreement entered into by the Master Servicer or the Special Servicer on behalf of the Trust (or, in the case of a Serviced Whole Loan, on behalf of the Trust and the related Serviced Companion Loan Holder(s)) pursuant to Section 3.09(a) of this Agreement or paid by the related Mortgagor with respect to any transfer of an interest in such Mortgagor pursuant to Section 3.09(a) of this Agreement. “ Authenticating Agent ”: Any authenticating agent appointed by the Certificate Administrator pursuant to Section 5.09 of this Agreement. “ Available Funds ”: For any Distribution Date, (i) with respect to distributions to be made on the Certificates and the Uncertificated VRR Interest, the Aggregate Available Funds, (ii) with respect to distributions to be made on the Non-Vertically Retained Certificates (other than the Class S Certificates), the Non-Vertically Retained Available Funds, (iii) with respect to distributions to be made on the Combined VRR Interest and the Class R Certificates, the Combined VRR Available Funds, and (iv) with respect to distributions to be made on the Loan-Specific Certificates and any Loan-Specific Uncertificated Interest relating to a particular Trust Subordinate Companion Loan and on the Class R Certificates, the related Trust Subordinate Companion Loan Available Funds. “ Back-Up Advancing Agent ”: The back-up advancing agent designated or appointed pursuant to Section 8.12 of this Agreement. The Certificate Administrator shall be the initial Back-Up Advancing Agent. “ Balloon Loan ”: Any Mortgage Loan or Serviced Companion Loan that by its original terms or by virtue of any modification provides for an amortization schedule extending beyond its Maturity Date, unless such extension results solely from the accrual of interest on the basis of the actual number of days elapsed in a year of 360 days, notwithstanding calculation of Monthly Payments based on a 360-day year consisting of twelve 30-day months.   - 22 -     “ Balloon Payment ”: With respect to any Balloon Loan as of any date of determination, the amount outstanding on the Maturity Date of such Balloon Loan in excess of the related Monthly Payment. “ Barclays ”: Barclays Capital Real Estate Inc., a Delaware corporation, and its successors in interest. “ Barclays Mortgage Loan Purchase Agreement ”: The mortgage loan purchase agreement, dated as of the Closing Date, by and between Barclays and the Depositor. “ Barclays Mortgage Loans ”: The Mortgage Loans (or portions thereof) transferred by Barclays to the Depositor and/or the Trust pursuant to the Barclays Mortgage Loan Purchase Agreement and this Agreement. “ Base Interest Fraction ”: With respect to any Principal Prepayment on any Mortgage Loan and with respect to any Class of the Class A-1, Class A-2, Class A-3, Class A-S, Class B, Class C and Class D Certificates, a fraction (a) whose numerator is the amount, if any, by which (i) the Pass-Through Rate on such Class of Certificates exceeds (ii) the discount rate used in accordance with the related Loan Documents in calculating the Yield Maintenance Charge with respect to such Principal Prepayment (or, if the Yield Maintenance Charge is a fixed percentage of the principal balance of the related Mortgage Loan, the yield rate applicable to any related yield maintenance charge or that is otherwise described in the related Loan Documents) and (b) whose denominator is the amount, if any, by which (i) the Mortgage Rate on such Mortgage Loan exceeds (ii) the discount rate used in accordance with the related Loan Documents in calculating the Yield Maintenance Charge with respect to such Principal Prepayment (or, if the Yield Maintenance Charge is a fixed percentage of the principal balance of the related Mortgage Loan, the yield rate applicable to any related yield maintenance charge or that is otherwise described in the related Loan Documents); provided , however , that under no circumstances shall the Base Interest Fraction be greater than one. If the discount rate referred to in the preceding sentence is greater than or equal to both of (x) the Mortgage Rate on the related Mortgage Loan and (y) the Pass-Through Rate described in the preceding sentence, then the Base Interest Fraction shall equal zero, and if such discount rate is greater than or equal to the Mortgage Rate on such Mortgage Loan, but less than the Pass-Through Rate described in the preceding sentence, then the Base Interest Fraction shall equal one. “ BBCMS 2026-5C41 PSA ”: The Outside Servicing Agreement that is governing the servicing of the Marriott Savannah Riverfront Whole Loan as of the Closing Date and pursuant to which the BBCMS Mortgage Trust 2026-5C41, Commercial Mortgage Pass-Through Certificates, Series 2026-5C41, were issued. “ Benchmark 2026-V20 PSA ”: The Outside Servicing Agreement that is governing the servicing of the 1 Willoughby Square Whole Loan and the 535 & 545 5th Avenue Whole Loan as of the Closing Date and pursuant to which the Benchmark 2026-V20 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V20, were issued. “ Benchmark 2026-V21 PSA ”: The Outside Servicing Agreement that is governing the servicing of the Del Rey Campus Whole Loan and the 400 Arcola Road Whole Loan as of the   - 23 -     Closing Date and pursuant to which the Benchmark 2026-V21 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V21, were issued. “ Beneficial Owner ”: With respect to a Global Certificate, a Person who is the beneficial owner as reflected on the books of the Depository or on the books of a Person maintaining an account with such Depository (directly as a Depository Participant or indirectly through a Depository Participant, in accordance with the rules of such Depository). Each of the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer shall have the right to require, as a condition to acknowledging the status of any Person as a Beneficial Owner under this Agreement, that such Person provide evidence (which may be in the form of an Investor Certification) at its expense of its status as a Beneficial Owner hereunder. “ Borrower Delayed Reimbursements ”: Any Additional Trust Fund Expenses and reimbursements of Advances that the related Mortgagor is required, pursuant to a written modification agreement, to pay in the future to the Trust in its capacity as owner of the related Trust Loan. “ Borrower Party ”: Either (i) a Mortgagor under a Mortgage Loan or Whole Loan, or a manager of a related Mortgaged Property or any Affiliate of any of the foregoing or (ii) a holder or beneficial owner (or an Affiliate of any holder or beneficial owner) of any Accelerated Mezzanine Loan. “ Breach ”: As defined in Section 2.03(a) of this Agreement. “ Business Day ”: Any day other than a Saturday, a Sunday or any day on which the New York Stock Exchange, the Federal Reserve Bank of New York or banking institutions in the States of New York, North Carolina, Georgia, Texas, Florida and Delaware, the cities in which the principal offices of the Operating Advisor, the Master Servicer or the Special Servicer are located, or the city in which the Corporate Trust Office of the Certificate Administrator or the Trustee is located, are authorized or obligated by law, executive order or governmental decree to be closed. “ Calculation Rate ”: A discount rate appropriate for the type of cash flows being discounted, namely (i) for principal and interest payments on a Mortgage Loan or Serviced Whole Loan or proceeds from the sale of a Defaulted Mortgage Loan or Defaulted Serviced Whole Loan, the highest of (1) the rate determined by the Master Servicer or the Special Servicer, as applicable, that approximates the market rate that would be obtainable by the Mortgagors on similar debt of the Mortgagors as of such date of determination, (2) the Mortgage Rate and (3) the yield on 10-year U.S. treasuries and (ii) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal). “ Certificate ”: Any Class A-1, Class A-2, Class A-3, Class X-A, Class X-B, Class X-D, Class A-S, Class B, Class C, Class D, Class E, Class F-RR, Class G-RR or Class R Certificate (and, if issued, any Class VRR or Class S Certificate), in any event issued, authenticated and delivered hereunder. “ Certificate Administrator ”: Citibank, N.A., a national banking association, or its successor in interest, or any successor Certificate Administrator appointed as herein provided.   - 24 -     “ Certificate Administrator Accounts ”: As defined in Section 3.07(a) of this Agreement. “ Certificate Administrator Personnel ”: The divisions and individuals of the Certificate Administrator who are involved in the performance of the duties of the Certificate Administrator under this Agreement. “ Certificate Administrator’s Website ”: The internet website of the Certificate Administrator, initially located at https://sf.citidirect.com. “ Certificate Balance ”: (i) With respect to any Class of Principal Balance Certificates outstanding at any time, (A) as of any date of determination on or prior to the first Distribution Date, an amount equal to the aggregate initial Certificate Balance of such Class of Principal Balance Certificates, as specified in the Preliminary Statement hereto, and (B) as of any date of determination after the first Distribution Date, an amount equal to the Certificate Balance of such Class of Principal Balance Certificates on the Distribution Date immediately prior to such date of determination, after any actual distributions of principal thereon and allocations of applicable Realized Losses thereto on such prior Distribution Date, and after any increases to such Certificate Balance on such prior Distribution Date (as and to the extent provided in Section 4.01(g) of this Agreement) in connection with recoveries of Nonrecoverable Advances previously reimbursed out of collections of principal on the Mortgage Loans. (ii)       With respect to any Class of Loan-Specific Principal Balance Certificates outstanding at any time, (A) as of any date of determination on or prior to the first Distribution Date, an amount equal to the aggregate initial Certificate Balance of such Class of Loan-Specific Principal Balance Certificates, as specified in the Preliminary Statement hereto, and (B) as of any date of determination after the first Distribution Date, an amount equal to the Certificate Balance of such Class of Loan-Specific Principal Balance Certificates on the Distribution Date immediately prior to such date of determination, after any actual distributions of principal thereon and allocations of applicable Realized Losses thereto on such prior Distribution Date, and after any increases to such Certificate Balance on such prior Distribution Date (as and to the extent provided in Section 4.01(g) of this Agreement) in connection with recoveries of Nonrecoverable Advances previously reimbursed out of collections of principal on the related Trust Subordinate Companion Loan. “ Certificate Factor ”: With respect to any Class of Principal Balance Certificates, Loan-Specific Principal Balance Certificates, Class X Certificates or Loan-Specific Class X Certificates, as of any date of determination, a fraction, expressed as a decimal carried to eight places, the numerator of which is the then related Certificate Balance or Notional Amount, as the case may be, and the denominator of which is the related initial Certificate Balance or related initial Notional Amount, as the case may be. “ Certificate Owner ”: A Beneficial Owner of a Global Certificate issued with respect to a Class of Certificates. “ Certificate Register ” and “ Certificate Registrar ”: The register maintained and the registrar appointed pursuant to Section 5.03(a) of this Agreement.   - 25 -     “ Certificateholder ”: With respect to any Certificate, the Person whose name is registered in the Certificate Register (including, solely for the purposes of distributing reports, statements or other information pursuant to this Agreement, a Certificate Owner or potential transferee of Certificates to the extent the Person distributing such information has been provided with an appropriate Investor Certification by or on behalf of such Certificate Owner or potential transferee); provided , however , that (a)       solely for the purpose of giving any consent, approval, waiver or taking any action pursuant to this Agreement (including voting on amendments to this Agreement) that specifically relates to the rights, duties, compensation or termination of, and/or any other matter specifically involving, the Depositor, the Master Servicer, the Special Servicer, any Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, any Mortgage Loan Seller or any Person known to a Responsible Officer of the Certificate Registrar to be an Affiliate of any such party, or that would trigger an Asset Review with respect to a Mortgage Loan, any Certificate registered in the name of or beneficially owned by such party or any Affiliate thereof shall be deemed not to be outstanding and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval, waiver or take any such action has been obtained; (b)       solely for the purpose of giving any consent, approval, waiver or taking any action pursuant to this Agreement, any Certificate beneficially owned by a Borrower Party shall be deemed not to be outstanding and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval, waiver or take any such action has been obtained ( provided , that notwithstanding the foregoing, for purposes of exercising any rights it may have solely as a member of the Controlling Class, any Controlling Class Certificate owned by an Excluded Controlling Class Holder shall be deemed not to be outstanding as to such Excluded Controlling Class Holder solely with respect to giving consent and taking any action with respect to any related Excluded Controlling Class Mortgage Loan); and (c)       if the Master Servicer, the Special Servicer or an Affiliate of the Master Servicer or the Special Servicer is a member of the Controlling Class, it shall be permitted to act in such capacity and exercise all rights under this Agreement bestowed upon the Controlling Class (other than, with respect to any Excluded Controlling Class Mortgage Loan with respect to which such party is an Excluded Controlling Class Holder, as described in the proviso in parenthesis in clause (b) above). For the avoidance of doubt, nothing contained in this definition will preclude the Special Servicer from performing its duties and exercising its rights in its capacity as Special Servicer under this Agreement other than with respect to an Excluded Special Servicer Mortgage Loan. “ Certificateholder Quorum ”: A quorum that:   - 26 -     (1)       for purposes of a vote to terminate and replace the Special Servicer or the Asset Representations Reviewer at the request of the Holders of Certificates evidencing not less than 25% of the Pooled Voting Rights (without regard to the application of any Appraisal Reduction Amounts), pursuant to Section 6.08(a)(ii) or Section 11.05(b) , as applicable, of this Agreement, consists of the Holders of Certificates evidencing at least 50% of the Pooled Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the respective Classes of Principal Balance Certificates) of all of the Certificates, on an aggregate basis; (2)       for purposes of a vote to terminate and replace the Special Servicer for a Trust Subordinate Companion Whole Loan at the request of the Holders of Certificates and/or related Loan-Specific Certificates evidencing not less than 25% of the Voting Rights allocable to the Certificates and related Loan-Specific Certificates (without regard to the application of any Appraisal Reduction Amounts), if an applicable Control Termination Event and a related Control Appraisal Period have occurred and are continuing, pursuant to Section 6.08(a)(iii) of this Agreement, consists of the Holders of Certificates and/or related Loan-Specific Certificates evidencing at least 50% of the Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the respective Classes of Principal Balance Certificates and related Loan-Specific Principal Balance Certificates) of all of the Certificates and related Loan-Specific Certificates, on an aggregate basis; (3)       for purposes of a vote to terminate and replace the Special Servicer with respect to a Trust Subordinate Companion Whole Loan at the request of the Holders of related Loan-Specific Certificates evidencing at least 25% of the related Loan-Specific Voting Rights, if a related Loan-Specific Control Termination Event has occurred and is continuing and a related Control Appraisal Period is not in effect, pursuant to Section 6.08(a)(iv) of this Agreement, consists of the Holders of related Loan-Specific Certificates evidencing at least 66-2/3% of the Loan-Specific Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the respective Classes of applicable Loan-Specific Principal Balance Certificates) of all related Loan-Specific Certificates, on an aggregate basis; (4)       for purposes of a vote to terminate and replace the Special Servicer (including with respect to any Trust Subordinate Companion Whole Loan) based on a recommendation of the Operating Advisor, pursuant to Section 6.08(b)(i) of this Agreement, consists of the Holders and/or beneficial owners of Certificates evidencing at least 20% of the aggregate outstanding principal balance of all the Principal Balance Certificates, with such quorum including at least three Holders or Beneficial Owners of Certificates that are not Risk Retention Affiliated with each other; (5)       [RESERVED]; and (6)       for purposes of a vote to terminate and replace the Special Servicer with respect to a Trust Subordinate Companion Whole Loan based on a recommendation of the Operating Advisor pursuant to Section 6.08(b)(iii) of this Agreement, consists of the Holders of related Loan-Specific Certificates evidencing at least 20% of the aggregate of the outstanding principal balances of all the related Loan-Specific Principal Balance Certificates, with such   - 27 -     quorum including at least three (3) Holders or Beneficial Owners of related Loan-Specific Certificates that are not Risk Retention Affiliated with each other. “ Certificateholder Repurchase Request ”: As defined in Section 2.03(f) of this Agreement. “ Certification Parties ”: As defined in Section 10.06 of this Agreement. “ Certifying Certificateholder ”: As defined in Section 5.07(a) of this Agreement. “ Certifying Person ”: As defined in Section 10.06 of this Agreement. “ Certifying Servicer ”: As defined in Section 10.08 of this Agreement. “ Class ”: With respect to the Certificates and the Loan-Specific Certificates, all of the Certificates or Loan-Specific Certificates, as applicable, bearing the same alphabetical or alphanumeric class designation, and with respect to the Lower-Tier Regular Interests and the Trust Subordinate Companion Loan REMIC Regular Interests, each such interest set forth in the Preliminary Statement hereto. “ Class A-1 Certificate ”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-1 hereto. “ Class A-1 Component ”: The Component having such designation. “ Class A-1 Pass-Through Rate ”: With respect to the Class A-1 Certificates, f…

Document text

EX-4.1 · BENCHMARK 2026-V22 POOLING AND SERVICING AGREEMENT

EX-4.1
 2
 exh4_1-bmarkv22psa.htm
 BENCHMARK 2026-V22 POOLING AND SERVICING AGREEMENT

 Exhibit 4.1

 EXECUTION VERSION

 CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC.,

Depositor,

 Trimont
llc ,

 Master Servicer,

 lNR
PARTNERS, LLC ,

Special Servicer,

 BellOak,
LLC ,

Operating Advisor and Asset Representations Reviewer,

 CITIBANK,
N.A. ,

Certificate Administrator,

 and

 WILMINGTON
SAVINGS FUND SOCIETY, FSB ,

 Trustee

 POOLING AND SERVICING AGREEMENT

Dated as of May 1, 2026

 &thinsp;

 Benchmark 2026-V22 Mortgage Trust,

Commercial Mortgage Pass-Through Certificates

Series 2026-V22

 TABLE OF CONTENTS

 Page

 Article I

 DEFINITIONS

 Section&thinsp;1.01
 Defined Terms
 8

 Section&thinsp;1.02
 Certain Calculations
 155

 Section&thinsp;1.03
 Certain Constructions
 165

 Article II

 CONVEYANCE OF MORTGAGE LOANS AND TRUST SUBORDINATE COMPANION

LOAN; ORIGINAL ISSUANCE OF CERTIFICATES

 Section&thinsp;2.01
 Conveyance of Mortgage Loans and Trust Subordinate Companion Loan
 166

 Section&thinsp;2.02
 Acceptance by the Trustee, the Custodian and the Certificate Administrator
 174

 Section&thinsp;2.03
 Mortgage Loan Sellers&rsquo; Repurchase, Substitution or Cures of Trust Loans for Document Defects in Mortgage Files and Breaches of Representations and Warranties
 176

 Section&thinsp;2.04
 Representations and Warranties of the Depositor
 194

 Section&thinsp;2.05
 Representations and Warranties of the Master Servicer
 196

 Section&thinsp;2.06
 Representations and Warranties of the Special Servicer.
 198

 Section&thinsp;2.07
 Representations and Warranties of the Trustee
 200

 Section&thinsp;2.08
 Representations and Warranties of the Certificate Administrator
 202

 Section&thinsp;2.09
 Representations and Warranties of the Operating Advisor
 204

 Section&thinsp;2.10
 Representations and Warranties of the Asset Representations Reviewer
 205

 Section&thinsp;2.11
 Execution and Delivery of Trust Certificates; Issuance of Uncertificated Interests, Lower-Tier Regular Interests and Trust Subordinate Companion Loan REMIC Regular Interests.
 207

 Section&thinsp;2.12
 Miscellaneous REMIC and Grantor Trust Provisions
 208

 Section&thinsp;2.13
 Bare Trust
 210

 Article III

 ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS AND TRUST

SUBORDINATE COMPANION LOAN(S)

 Section&thinsp;3.01
 Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans and Trust Subordinate Companion Loan(s); Sub-Servicing Agreements; Outside Serviced Mortgage Loans
 210

 Section&thinsp;3.02
 Liability of the Master Servicer and the Special Servicer
 225

 Section&thinsp;3.03
 Collection of Certain Mortgage Loan Payments
 226

 Section&thinsp;3.04
 Collection of Taxes, Assessments and Similar Items; Escrow Accounts
 228

 Section&thinsp;3.05
 Collection Account; Distribution Accounts; and Excess Liquidation Proceeds Reserve Account; and Excess Interest Distribution Account
 230

 Section 3.05A
 Whole Loan Custodial Account
 236

 - i -

 Page

 Section&thinsp;3.06
 Permitted Withdrawals From the Collection Account
 239

 Section 3.06A.
 Permitted Withdrawals From the Whole Loan Custodial Account
 246

 Section&thinsp;3.07
 Investment of Funds in the Collection Account, the REO Account, the Mortgagor Accounts, and Other Accounts
 252

 Section&thinsp;3.08
 Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage
 254

 Section&thinsp;3.09
 Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions
 260

 Section&thinsp;3.10
 Appraisal Reductions; Calculation and Allocation of Collateral Deficiency Amounts; Realization Upon Defaulted Loans
 267

 Section&thinsp;3.11
 Trustee, Certificate Administrator and Custodian to Cooperate; Release of Mortgage Files
 275

 Section&thinsp;3.12
 Servicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation
 276

 Section&thinsp;3.13
 Compensating Interest Payments
 286

 Section&thinsp;3.14
 Application of Penalty Charges and Modification Fees
 287

 Section&thinsp;3.15
 Access to Certain Documentation
 289

 Section&thinsp;3.16
 Title and Management of REO Properties
 291

 Section&thinsp;3.17
 Sale of Defaulted Loans and REO Properties; Sale of Outside Serviced Mortgage Loans
 295

 Section&thinsp;3.18
 Additional Obligations of the Master Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain Reports to the Serviced Companion Loan Holder
 304

 Section&thinsp;3.19
 Lock-Box Accounts, Escrow Accounts
 306

 Section&thinsp;3.20
 Property Advances
 306

 Section&thinsp;3.21
 Appointment of Special Servicer; Asset Status Reports
 311

 Section&thinsp;3.22
 Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping
 316

 Section&thinsp;3.23
 Interest Reserve Account
 318

 Section&thinsp;3.24
 Modifications, Waivers, Amendments and Other Actions
 318

 Section&thinsp;3.25
 Additional Obligations With Respect to Certain Mortgage Loans
 324

 Section&thinsp;3.26
 Certain Matters Relating to the Outside Serviced Mortgage Loans
 325

 Section&thinsp;3.27
 Additional Matters Regarding Advance Reimbursement
 326

 Section&thinsp;3.28
 Serviced Companion Loan Intercreditor Matters
 328

 Section&thinsp;3.29
 Appointment and Duties of the Operating Advisor
 331

 Section&thinsp;3.30
 Rating Agency Confirmation
 338

 Section&thinsp;3.31
 General Acknowledgement Regarding Companion Loan Holders
 342

 Section&thinsp;3.32
 Delivery of Excluded Information to the Certificate Administrator
 342

 Section&thinsp;3.33
 Litigation Control.
 343

 Section&thinsp;3.34
 Resignation Upon Prohibited Risk Retention Affiliation.
 346

 Article IV

 DISTRIBUTIONS TO TRUST CERTIFICATEHOLDERS AND UNCERTIFICATED

 INTEREST OWNERS

 Section&thinsp;4.01
 Distributions
 347

 - ii -

 Page

 Section&thinsp;4.02
 Statements to Trust Certificateholders and Uncertificated Interest Owners; Certain Reports by the Master Servicer and the Special Servicer
 363

 Section&thinsp;4.03
 Compliance With Withholding Requirements
 386

 Section&thinsp;4.04
 REMIC Compliance
 387

 Section&thinsp;4.05
 Imposition of Tax on the Trust REMICs
 389

 Section&thinsp;4.06
 Remittances; P&I Advances
 390

 Section&thinsp;4.07
 Grantor Trust Reporting
 398

 Section&thinsp;4.08
 Calculations
 399

 Section&thinsp;4.09
 Secure Data Room
 400

 Article V

 THE CERTIFICATES AND THE Loan-Specific CertificateS

 Section&thinsp;5.01
 The Certificates
 401

 Section&thinsp;5.02
 Form and Registration
 402

 Section&thinsp;5.03
 Registration of Transfer and Exchange of Certificates
 406

 Section&thinsp;5.04
 Mutilated, Destroyed, Lost or Stolen Trust Certificates
 418

 Section&thinsp;5.05
 Persons Deemed Owners
 418

 Section&thinsp;5.06
 Appointment of Paying Agent
 418

 Section&thinsp;5.07
 Access to Trust Certificateholders&rsquo; Names and Addresses; Special Notices
 419

 Section&thinsp;5.08
 Actions of Certificateholders or Loan-Specific Certificateholders
 420

 Section&thinsp;5.09
 Authenticating Agent
 421

 Section&thinsp;5.10
 Appointment of Custodian
 421

 Section&thinsp;5.11
 Maintenance of Office or Agency
 422

 Section&thinsp;5.12
 Voting Procedures
 423

 Article VI

 THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the

Operating Advisor, THE Asset Representations Reviewer and the

Controlling Class Representative

 Section&thinsp;6.01
 Liability of the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor
 424

 Section&thinsp;6.02
 Merger or Consolidation of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer
 425

 Section&thinsp;6.03
 Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others
 425

 Section&thinsp;6.04
 Limitation on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor
 427

 Section&thinsp;6.05
 Rights of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special Servicer
 430

 Section&thinsp;6.06
 Master Servicer, Special Servicer as Owner of a Trust Certificate
 431

 Section&thinsp;6.07
 Rating Agency Fees
 431

 - iii -

 Page

 Section&thinsp;6.08
 Termination of the Special Servicer
 431

 Section&thinsp;6.09
 The Directing Holder, the Controlling Class Representative and the Risk Retention Consultation Parties
 442

 Article VII

 DEFAULT

 Section&thinsp;7.01
 Servicer Termination Events
 452

 Section&thinsp;7.02
 Trustee to Act; Appointment of Successor
 459

 Section&thinsp;7.03
 Notification to Certificateholders
 461

 Section&thinsp;7.04
 Other Remedies of Trustee
 461

 Section&thinsp;7.05
 Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination
 462

 Section&thinsp;7.06
 Termination of the Operating Advisor
 463

 Article VIII

 CONCERNING THE TRUSTEE and The Certificate Administrator

 Section&thinsp;8.01
 Duties of the Trustee and the Certificate Administrator
 467

 Section&thinsp;8.02
 Certain Matters Affecting the Trustee and the Certificate Administrator
 470

 Section&thinsp;8.03
 Neither the Trustee Nor the Certificate Administrator Is Liable for Trust Certificates or Trust Loans
 474

 Section&thinsp;8.04
 Trustee and Certificate Administrator May&thinsp;Own Trust Certificates
 475

 Section&thinsp;8.05
 Payment of Trustee/Certificate Administrator Fees and Expenses; Indemnification
 475

 Section&thinsp;8.06
 Eligibility Requirements for the Trustee, the Certificate Administrator and the Back-Up Advancing Agent
 478

 Section&thinsp;8.07
 Resignation and Removal of the Trustee or the Certificate Administrator
 480

 Section&thinsp;8.08
 Successor Trustee or Successor Certificate Administrator
 482

 Section&thinsp;8.09
 Merger or Consolidation of the Trustee or the Certificate Administrator
 483

 Section&thinsp;8.10
 Appointment of Co-Trustee or Separate Trustee
 483

 Section&thinsp;8.11
 Access to Certain Information
 485

 Section&thinsp;8.12
 Appointment of Back-Up Advancing Agent
 487

 Article IX

 TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE

 Section&thinsp;9.01
 Termination; Optional Trust Loan Purchase
 487

 Article X

 EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

 Section&thinsp;10.01
 Intent of the Parties; Reasonableness
 494

 - iv -

 Page

 Section&thinsp;10.02
 Succession; Sub-Servicers; Subcontractors.
 495

 Section&thinsp;10.03
 Filing Obligations
 497

 Section&thinsp;10.04
 Form&thinsp;10-D and Form ABS-EE Filings.
 498

 Section&thinsp;10.05
 Form&thinsp;10-K Filings.
 503

 Section&thinsp;10.06
 Sarbanes-Oxley Certification
 506

 Section&thinsp;10.07
 Form&thinsp;8-K Filings
 507

 Section&thinsp;10.08
 Annual Compliance Statements
 510

 Section&thinsp;10.09
 Annual Reports on Assessment of Compliance With Servicing Criteria
 511

 Section&thinsp;10.10
 Annual Independent Public Accountants&rsquo; Servicing Report
 513

 Section&thinsp;10.11
 Significant Obligors
 514

 Section&thinsp;10.12
 Indemnification
 515

 Section&thinsp;10.13
 Amendments
 518

 Section&thinsp;10.14
 Regulation AB Notices
 518

 Section&thinsp;10.15
 Termination of the Certificate Administrator
 518

 Section&thinsp;10.16
 Termination of the Master Servicer or the Special Servicer
 519

 Section&thinsp;10.17
 Termination of Sub-Servicing Agreements
 519

 Section&thinsp;10.18
 Notification Requirements and Deliveries in Connection With Securitization of a Serviced Companion Loan
 520

 Section&thinsp;10.19
 Termination of Exchange Act Filings With Respect to the Trust
 522

 Article XI

 ASSET REVIEW PROVISIONS

 Section&thinsp;11.01
 Asset Review
 523

 Section&thinsp;11.02
 Payment of Asset Representations Asset Review Fee and Expenses; Limitation of Liability
 530

 Section&thinsp;11.03
 Resignation of the Asset Representations Reviewer
 531

 Section&thinsp;11.04
 Restrictions of the Asset Representations Reviewer
 532

 Section&thinsp;11.05
 Termination of the Asset Representations Reviewer
 532

 Article XII

 MISCELLANEOUS PROVISIONS

 Section&thinsp;12.01
 Counterparts
 535

 Section&thinsp;12.02
 Limitation on Rights of Trust Certificateholders and the Uncertificated Interest Owners
 536

 Section&thinsp;12.03
 Governing Law
 536

 Section&thinsp;12.04
 Notices
 537

 Section&thinsp;12.05
 Severability of Provisions
 547

 Section&thinsp;12.06
 Notice to the Rule&thinsp;17g-5 Information Provider, Depositor and Each Rating Agency
 547

 Section&thinsp;12.07
 Amendment
 549

 Section&thinsp;12.08
 Confirmation of Intent
 553

 Section&thinsp;12.09
 Third-Party Beneficiaries
 554

 Section&thinsp;12.10
 Request by Trust Certificateholders or the Serviced Companion Loan Holder
 554

 - v -

 Page

 Section&thinsp;12.11
 Waiver of Jury Trial
 554

 Section&thinsp;12.12
 Submission to Jurisdiction
 555

 Section&thinsp;12.13
 Exchange Act Rule&thinsp;17g-5 Procedures
 555

 Section&thinsp;12.14
 Cooperation With the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements
 561

 Section&thinsp;12.15
 Electronic Signatures.
 561

 &thinsp;

 - vi -

 &thinsp;

 TABLE
 OF EXHIBITS

 Exhibit&thinsp;A-1
 Form of Class&thinsp;A-1
 Certificate

 Exhibit&thinsp;A-2
 Form of Class&thinsp;A-2 Certificate

 Exhibit&thinsp;A-3
 Form of Class A-3 Certificate

 Exhibit&thinsp;A-4
 Form of Class&thinsp;X-A Certificate

 Exhibit&thinsp;A-5
 Form of Class&thinsp;X-B Certificate

 Exhibit&thinsp;A-6
 Form of Class&thinsp;A-S Certificate

 Exhibit&thinsp;A-7
 Form of Class&thinsp;B Certificate

 Exhibit&thinsp;A-8
 Form of Class&thinsp;C Certificate

 Exhibit&thinsp;A-9
 Form of Class&thinsp;X-D Certificate

 Exhibit
 A-10
 Form of Class&thinsp;D Certificate

 Exhibit
 A-11
 Form of Class&thinsp;E Certificate

 Exhibit
 A-12
 Form of Class&thinsp;F-RR Certificate

 Exhibit
 A-13
 Form of Class&thinsp;G-RR Certificate

 Exhibit&thinsp;A-14
 Form of Class&thinsp;R Certificate

 Exhibit&thinsp;A-15
 Form of Class&thinsp;S Certificate 1

 Exhibit
 A-16
 Form of Class&thinsp;VRR Certificate

 Exhibit A-17

 Exhibit&thinsp;B

 Form
of Loan-Specific Certificate 2

 Mortgage Loan Schedule

 Exhibit&thinsp;C
 Form of Request for Release

 Exhibit&thinsp;D
 Form of Distribution Date Statement

 Exhibit&thinsp;E
 Form of Transfer Certificate for
 Rule&thinsp;144A Global Certificate to Temporary Regulation&thinsp;S Global Certificate

 Exhibit&thinsp;F
 Form of Transfer Certificate for
 Rule&thinsp;144A Global Certificate to Regulation&thinsp;S Global Certificate

 Exhibit&thinsp;G
 Form of Transfer Certificate for
 Temporary Regulation&thinsp;S Global Certificate to Rule&thinsp;144A Global Certificate during Restricted Period

 Exhibit&thinsp;H
 Form of Certification to be given
 by Beneficial Owner of Temporary Regulation S Global Certificate

 Exhibit&thinsp;I
 Form of Transfer Certificate for
 Non-Book Entry Certificate to Temporary Regulation&thinsp;S Global Certificate

 Exhibit&thinsp;J
 Form of Transfer Certificate for
 Non-Book Entry Certificate to Regulation&thinsp;S Global Certificate

 Exhibit&thinsp;K
 Form of Transfer Certificate for
 Non-Book Entry Certificate to Rule&thinsp;144A Global Certificate

 Exhibit&thinsp;L-1
 Form of Affidavit Pursuant to Sections
 860D(a)(6)(A) and&thinsp;860E(e)(4) of the Internal Revenue Code of 1986, as Amended

 Exhibit&thinsp;L-2A
 Form of Transferor Letter for Transfer
 of Class&thinsp;R Certificates

 Exhibit&thinsp;L-2B
 Form of Transferor Letter for Transfer
 of Non-Book Entry Certificates (other than Public Certificates)

 Exhibit&thinsp;L-3
 Form of Transferee Letter

 Exhibit&thinsp;L-4
 Form of Investment Representation
 Letter

 Exhibit&thinsp;L-5A
 Form of Transferee Certificate for
 Transfer of Class VRR Certificates

 1 No Class S Certificates will be issued under this
Agreement and no form thereof is attached.

 2 No Loan-Specific Certificates will be issued under
this Agreement and no form thereof is attached.

 - i -

 &thinsp;

 Exhibit L-5B
 Form of Transferee Certificate for Transfer
 of Certificates Evidencing the HRR Interest

 Exhibit L-5C
 RESERVED

 Exhibit L-5D
 RESERVED

 Exhibit&thinsp;L-6A
 Form of Transferor Certificate for Transfer of Class
 VRR Certificates

 Exhibit L-6B
 Form of Transferor Certificate for Transfer of Certificates
 Evidencing the HRR Interest

 Exhibit L-6C
 RESERVED

 Exhibit L-6D
 RESERVED

 Exhibit&thinsp;L-7A
 Form of Transferee Certificate for Transfer of Uncertificated
 Interests

 Exhibit&thinsp;L-7B
 Form of Transferor Certificate for Transfer of Uncertificated
 Interests

 Exhibit&thinsp;M-1A
 Form of Investor Certification for Non-Borrower
 Party (for persons other than the Controlling Class Representative, a Controlling Class Certificateholder, a Loan-Specific Controlling
 Class Representative and/or a Loan-Specific Controlling Class Certificateholder)

 Exhibit M-1B
 Form of Investor Certification for Non-Borrower
 Party (for the Controlling Class Representative, a Controlling Class Certificateholder, a Loan-Specific Controlling Class Representative
 and/or a Loan-Specific Controlling Class Certificateholder)

 Exhibit M-1C
 Form of Investor Certification for Borrower Party
 (for the Controlling Class Representative, a Controlling Class Certificateholder, a Loan-Specific Controlling Class Representative
 and/or a Loan-Specific Controlling Class Certificateholder)

 Exhibit M-1D
 Form of Investor Certification for Borrower Party
 (for persons other than the Controlling Class Representative, a Controlling Class Certificateholder, a Risk Retention Consultation
 Party, a Holder of Class&thinsp;VRR Certificate(s), a Loan-Specific Controlling Class Representative, a Loan-Specific Controlling
 Class Certificateholder and/or an Uncertificated Interest Owner)

 Exhibit M-1E
 Form of Investor Certification for Borrower Party
 (for a Risk Retention Consultation Party, a Holder of Class&thinsp;VRR Certificate(s) or an Uncertificated Interest Owner)

 Exhibit M-1F
 Form of Notice of Excluded Controlling Class Holder

 Exhibit M-1G
 Form of Notice of Excluded Controlling Class Holder
 to Certificate Administrator

 Exhibit M-1H
 Form of Certification of the Controlling Class Representative
 and the Loan-Specific Controlling Class Representative

 Exhibit M-1I
 Form of Certification of a Risk Retention Consultation
 Party

 Exhibit&thinsp;M-2A
 Form of Investor Certification for Exercising Voting
 Rights, Pooled Voting Rights or Loan-Specific Voting Rights for Non-Borrower Party

 Exhibit&thinsp;M-2B
 Form of Investor Certification for Exercising Voting
 Rights, Pooled Voting Rights or Loan-Specific Voting Rights for Borrower Party

 Exhibit&thinsp;M-3
 Form of Online Vendor Certification

 Exhibit&thinsp;M-4
 Form of Confidentiality Agreement

 Exhibit&thinsp;M-5
 Form of NRSRO Certification

 - ii -

 &thinsp;

 Exhibit&thinsp;N
 Custodian Certification

 Exhibit&thinsp;O
 Servicing Criteria to be Addressed in Assessment
 of Compliance

 Exhibit&thinsp;P
 Certain Mortgage Loan REMIC Matters

 Exhibit&thinsp;Q
 Retained Defeasance Rights and Obligations Mortgage
 Loans

 Exhibit&thinsp;R
 Form of Operating Advisor Annual Report

 Exhibit&thinsp;S
 Mortgage Loan Seller Sub-Servicers and Related Sub-Servicing
 Agreements

 Exhibit&thinsp;T
 Form of Recommendation of Special Servicer Termination

 Exhibit&thinsp;U
 Additional Form&thinsp;10-D Disclosure

 Exhibit&thinsp;V
 Additional Form&thinsp;10-K Disclosure

 Exhibit&thinsp;W-1
 Form of Additional Disclosure Notification

 Exhibit W-2
 Form of Additional Disclosure Notification (Accounts)

 Exhibit W-3
 Form of Notice of Additional Indebtedness Notification

 Exhibit&thinsp;X
 Form&thinsp;Certification to be Provided with Form&thinsp;10-K

 Exhibit&thinsp;Y-1
 Form of Certification to be Provided to Depositor
 by the Certificate Administrator

 Exhibit&thinsp;Y-2
 Form of Certification to be Provided to Depositor
 by the Master Servicer

 Exhibit&thinsp;Y-3
 Form of Certification to be Provided to Depositor
 by the Special Servicer

 Exhibit&thinsp;Y-4
 Form of Certification to be Provided to Depositor
 by the Operating Advisor

 Exhibit Y-5
 Form of Certification to be Provided to Depositor
 by the Custodian

 Exhibit Y-6
 Form of Certification to be Provided to Depositor
 by the Trustee

 Exhibit Y-7
 Form of Certification to be Provided to Depositor
 by the Asset Representations Reviewer

 Exhibit Y-8
 Form of Certification to be Provided to Depositor
 by a Sub-Servicer

 Exhibit Y-9
 Form of Certification to be Provided to Depositor
 by the Back-Up Advancing Agent

 Exhibit&thinsp;Z
 Form&thinsp;8-K Disclosure Information

 Exhibit&thinsp;AA-1
 Form of Power of Attorney for Master Servicer

 Exhibit AA-2
 Form of Power of Attorney for Special Servicer

 Exhibit&thinsp;BB
 RESERVED

 Exhibit&thinsp;CC-1
 Form of Transferor Certificate for Transfer of the
 Excess Servicing Fee Rights

 Exhibit CC-2
 Form of Transferee Certificate for Transfer of the
 Excess Servicing Fee Rights

 Exhibit DD
 Form of Notice and Certification Regarding Defeasance
 of Mortgage Loan

 Exhibit EE
 RESERVED

 Exhibit FF-1
 Form of Notice Regarding Outside Serviced Mortgage
 Loan(s) (Mountain Industrial Portfolio)

 Exhibit FF-2
 Form of Notice Regarding Outside Serviced Mortgage
 Loan(s) (Marriott Savannah Riverfront)

 Exhibit FF-3
 Form of Notice Regarding Outside Serviced Mortgage
 Loan(s) (1 Willoughby Square and 535 & 545 5th Avenue)

 - iii -

 &thinsp;

 Exhibit FF-4
 Form of Notice Regarding Outside Serviced
 Mortgage Loan(s) (Del Rey Campus and 400 Arcola Road)

 Exhibit FF-5
 Form of Notice Regarding Servicing Shift Mortgage
 Loan(s) (ONX Industrial Campus)

 Exhibit FF-6
 Form of Notice Regarding Outside Serviced Servicing
 Shift Mortgage Loan(s) (Marriott Savannah Riverfront)

 Exhibit FF-7
 Form of Notice Regarding Outside Serviced Servicing
 Shift Mortgage Loan(s) (Del Rey Campus)

 Exhibit GG
 Specified Mortgage Loans

 Exhibit HH
 Form of Asset Review Report

 Exhibit II
 Form of Asset Review Report Summary

 Exhibit JJ
 Asset Review Procedures

 Exhibit KK
 Form of Certification to Certificate Administrator
 Requesting Access to Secure Data Room

 Exhibit LL
 Form of Notice of [Additional Delinquent Loan][Cessation
 of Delinquent Loan][Cessation of Asset Review Trigger]

 Exhibit MM
 Form of Certificate Administrator Receipt in Respect
 of Risk Retention Certificates

 Exhibit NN
 Initial Serviced Companion Loan Holders

 &thinsp;

 &thinsp;

 - iv -

 Pooling and Servicing Agreement,
dated as of May 1, 2026, among Citigroup Commercial Mortgage Securities Inc., as Depositor, Trimont LLC, as Master Servicer, LNR Partners,
LLC, as Special Servicer, BellOak, LLC, as Operating Advisor, BellOak, LLC, as Asset Representations Reviewer, Citibank, N.A., as Certificate
Administrator, and Wilmington Savings Fund Society, FSB, as Trustee.

 PRELIMINARY STATEMENT:

 (Terms used but not defined in this Preliminary

Statement shall have the meanings

specified in Article&thinsp;I hereof)

 The Depositor intends to
sell pass-through certificates to be issued hereunder in multiple classes which in the aggregate, together with the Uncertificated
Interests, will evidence the entire beneficial ownership interest in the Trust Fund consisting primarily of the Mortgage Loans (including
any Mortgage Loan REMIC Regular Interest represented by a Loan-REMIC Held Mortgage Loan) and any Trust Subordinate Companion Loan(s).
As provided herein, the Certificate Administrator will elect that various segregated portions of the Trust Fund (other than any assets
of the Trust Fund included in a Mortgage Loan REMIC or a Trust Subordinate Companion Loan REMIC and other than any Grantor Trust Assets)
be treated for federal income tax purposes as two separate REMICs, designated as the &ldquo; Upper-Tier REMIC &rdquo; and the
&ldquo; Lower-Tier REMIC &rdquo;, respectively. In addition, the Certificate Administrator will make a separate REMIC election
(with each resulting REMIC being designated as a &ldquo; Mortgage Loan REMIC &rdquo;) with respect to each Mortgage Loan, if any,
set forth on Exhibit P hereto and other related assets, and the corresponding interests in any REO Property with respect thereto
and the proceeds thereof for federal income tax purposes as described in the related REMIC Declaration (as defined herein), and a separate
REMIC election with respect to each Trust Subordinate Companion Loan, if any (with each resulting REMIC, if any, being designated as a
&ldquo; Trust Subordinate Companion Loan REMIC &rdquo;).

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

 MORTGAGE LOAN
REMIC(S)

 For the avoidance of doubt,
none of the Mortgage Loans will be included in its own Mortgage Loan REMIC.&thinsp; Accordingly, no separate REMIC elections will be or
have been made as to any Mortgage Loan, and no Mortgage Loan REMICs or Mortgage Loan REMIC Regular Interests will exist.

 TRUST SUBORDINATE COMPANION LOAN REMIC(S)

 For the avoidance of doubt,
the Trust Fund will not include any Trust Subordinate Companion Loans. Accordingly, no separate REMIC elections will be made as to any
Trust Subordinate Companion Loan, and no Trust Subordinate Companion Loan REMICs, Trust

 &thinsp; - 1 - &thinsp;

 &thinsp;

 Subordinate Companion Loan REMIC Regular Interests
or Trust Subordinate Companion Loan REMIC Residual Interests shall exist.

 LOWER-TIER
REMIC

 The Lower-Tier REMIC
will hold any Mortgage Loan REMIC Regular Interests and, except for any Loan REMIC Held Mortgage Loans, the Mortgage Loans (exclusive
of any Excess Interest) and will issue (i)&thinsp;multiple classes of uncertificated Lower-Tier Regular Interests (designated as the
Class&thinsp;LA-1, Class LA-2, Class&thinsp;LA-3, Class&thinsp;LA-S, Class&thinsp;LB, Class&thinsp;LC, Class&thinsp;LD, Class LE, Class LF-RR
and Class LG-RR Lower-Tier Regular Interests, respectively), each of which will constitute a class of &ldquo;regular interests&rdquo;
in the Lower-Tier REMIC, (ii) only if the table in the next paragraph indicates that it has an original Lower-Tier Principal Balance
greater than zero, an additional class of uncertificated Lower-Tier Regular Interests (designated as the Class LVRR Lower-Tier Regular
Interest), which (if issued) will constitute a class of &ldquo;regular interests&rdquo; in the Lower-Tier REMIC, (iii) only if the table
in the next paragraph indicates that it has an original Lower-Tier Principal Balance greater than zero, another additional class of uncertificated
Lower-Tier Regular Interests (designated as the Class LUVRR Lower-Tier Regular Interest), which (if issued) will constitute a class of
&ldquo;regular interests&rdquo; in the Lower-Tier REMIC, and (iv)&thinsp;the Lower-Tier Residual Interest, which will be the sole class
of &ldquo;residual interests&rdquo; in the Lower-Tier REMIC and will be evidenced by the Class&thinsp;R Certificates.

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

 Designation
 of Lower-Tier Regular Interest

 Interest
 Rate

 Original
 Lower-Tier Principal Balance

 Class&thinsp;LA-1
 (1)
 $2,580,000

 Class&thinsp;LA-2
 (1)
 $122,000,000

 Class LA-3
 (1)
 $386,350,000

 Class&thinsp;LA-S
 (1)
 $73,902,000

 Class&thinsp;LB
 (1)
 $36,495,000

 Class&thinsp;LC
 (1)
 $29,196,000

 Class&thinsp;LD
 (1)
 $25,547,000

 Class LE
 (1)
 $14,598,000

 Class LF-RR
 (1)
 $10,036,000

 Class LG-RR
 (1)
 $29,196,560

 Class&thinsp;LVRR
 (1)
 $15,212,171

 Class&thinsp;LUVRR
 (1)
 $5,042,007

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

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

 &thinsp; - 2 - &thinsp;

 &thinsp;

 UPPER-TIER
REMIC

 The Upper-Tier REMIC
will hold the Lower-Tier Regular Interests and any Trust Subordinate Companion Loan REMIC Regular Interests and will issue (i)&thinsp;the
Class&thinsp;A-1, Class A-2, Class&thinsp;A-3, Class&thinsp;A-S, Class&thinsp;B, Class&thinsp;C, Class&thinsp;D, Class E, Class&thinsp;F-RR
and Class&thinsp;G-RR Certificates, each class of which evidences a class of &ldquo;regular interests&rdquo; in the Upper-Tier REMIC,
(ii)&thinsp;only if the table in the next paragraph indicates that it has an original Certificate Balance greater than zero, the Class&thinsp;VRR
Certificates, which (if issued) will be a class of &ldquo;regular interests&rdquo; in the Upper-Tier REMIC, (iii) only if the table
in the next paragraph indicates that it has an original Uncertificated Interest Balance greater than zero, the Uncertificated VRR Interest,
which (if issued) will be a class of &ldquo;regular interests&rdquo; in the Upper Tier REMIC, (iv) the Class&thinsp;X-A, Class X-B and
Class X-D Certificates, each class of which evidences one or more classes of &ldquo;regular interests&rdquo; in the Upper-Tier REMIC,
(v) any Loan-Specific Certificates, each class of which evidences a class of &ldquo;regular interests&rdquo; in the Upper-Tier REMIC,
(vi)&thinsp;any Loan-Specific Uncertificated Interests, each of which will be a class of &ldquo;regular interests&rdquo; in the Upper-Tier
REMIC, and (vii) the Upper-Tier Residual Interest, which will be the sole class of &ldquo;residual interests&rdquo; in the Upper-Tier
REMIC and will also be evidenced by the Class&thinsp;R Certificates. For the avoidance of doubt, no Loan-Specific Certificates or Loan-Specific
Uncertificated Interests shall be issued on the Closing Date, and any references to &ldquo;Loan-Specific Certificates&rdquo;, &ldquo;Loan-Specific
Certificate&rdquo;, &ldquo;Loan-Specific Uncertificated Interests&rdquo; and &ldquo;Loan-Specific Uncertificated Interest&rdquo; in this
Agreement shall be disregarded.

 The following table sets
forth the approximate initial pass-through rate and the original Certificate Balance or, in the case of each Class of Interest-only
Trust Certificates, the original Notional Amount or, in the case of each Uncertificated Interest, the original Uncertificated Interest
Balance, as applicable, for each Class&thinsp;of Non-Vertically Retained Regular Certificates, the Class VRR Certificates, the Uncertificated
VRR Interest, each Class of Loan-Specific Certificates (if any), and each Loan-Specific Uncertificated Interest (if any):

 Class&thinsp;Designation

 Approximate Initial
 Pass-Through Rate ( per annum )

 Original Certificate Balance / Original Notional Amount/Original Uncertificated Interest Balance

 Class&thinsp;A-1
 4.62600%
 $2,580,000

 Class&thinsp;A-2
 4.98400%
 $122,000,000

 Class&thinsp;A-3
 5.46800%
 $386,350,000

 Class&thinsp;X-A (1)
 1.21805%
 $510,930,000

 Class&thinsp;X-B (1)
 0.68435%
 $139,593,000

 Class&thinsp;A-S
 5.78200%
 $73,902,000

 Class&thinsp;B
 6.08400%
 $36,495,000

 Class&thinsp;C
 5.88200%
 $29,196,000

 Class&thinsp;X-D (1)
 2.06622%
 $25,547,000

 Class&thinsp;D
 4.50000%
 $25,547,000

 Class E
 6.56622%
 $14,598,000

 Class F-RR
 6.56622%
 $10,036,000

 Class G-RR
 6.56622%
 $29,196,560

 &thinsp; - 3 - &thinsp;

 &thinsp;

 &thinsp;

 Class&thinsp;Designation

 Approximate Initial
 Pass-Through Rate ( per annum )

 Original Certificate Balance / Original Notional Amount/Original Uncertificated Interest Balance

 Class&thinsp;VRR
 (2)
 $15,212,171

 Uncertificated &thinsp;VRR
 Interest
 (3)
 $5,042,007

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

 (2) Other than for tax reporting purposes, the Class&thinsp;VRR Certificates will not have a Pass-Through
Rate, but will be entitled to interest on any Distribution Date equal to a pro rata portion of the VRR Interest Distribution Amount
for such Distribution Date as set forth in Section 4.01(c) . For tax reporting purposes, the Class&thinsp;VRR Certificates will accrue
interest at the WAC Rate in effect from time to time.

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

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

 The following table sets
forth, with respect to each Class&thinsp;of Non-Vertically Retained Principal Balance Certificates, the Class VRR Certificates, the Uncertificated
VRR Interest, each Class of Loan-Specific Principal Balance Certificates (if any), and each Loan-Specific Uncertificated Interest (if
any), the corresponding Lower-Tier Regular Interest (the &ldquo; Corresponding Lower-Tier Regular Interest &rdquo;) or Trust
Subordinate Companion Loan REMIC Regular Interest (the &ldquo; Corresponding Trust Subordinate Companion Loan REMIC Regular Interest &rdquo;),
as applicable, and any corresponding component of the Interest-Only Trust Certificates (the &ldquo; Corresponding Component &rdquo;).
Each Class&thinsp;of Principal Balance Certificates constitutes the &ldquo;Corresponding Certificates&rdquo; with respect to each of the
Corresponding Lower-Tier Regular Interest and the Corresponding Component (if any) for that Class. The Uncertificated VRR Interest
is deemed to be the &ldquo;Corresponding Certificates&rdquo; with respect to the Class LUVRR Lower-Tier Regular Interest. Each Class of
Loan-Specific Principal Balance Certificates (if any) constitutes the &ldquo;Corresponding Certificates&rdquo; with respect to the Corresponding
Trust Subordinate Companion Loan REMIC Regular Interest and the Corresponding Component (if any) for that Class. Each Loan-Specific Uncertificated
Interest (if any) is deemed to constitute the &ldquo;Corresponding Certificates&rdquo; with respect to the Corresponding Trust Subordinate
Companion Loan REMIC Regular Interest for that Loan-Specific Uncertificated Interest. For the avoidance of doubt, no Loan-Specific
Principal Balance Certificates, Loan-Specific Uncertificated Interests or &ldquo;Trust Subordinate Companion Loan REMIC Regular Interests&rdquo;
shall be issued on the Closing Date, and any references to &ldquo;Loan-Specific Principal Balance Certificates&rdquo;, &ldquo;Loan-Specific
Principal Balance Certificate&rdquo;, &ldquo;Loan-Specific Uncertificated Interests&rdquo;, &ldquo;Loan-Specific Uncertificated Interest&rdquo;,
&ldquo;Trust Subordinate Companion Loan REMIC

 &thinsp; - 4 - &thinsp;

 &thinsp;

 Regular Interests&rdquo;, &ldquo;Trust
Subordinate Companion Loan REMIC Regular Interest&rdquo;, &ldquo;Corresponding Trust Subordinate Companion Loan REMIC Regular Interests&rdquo;
or &ldquo;Corresponding Trust Subordinate Companion Loan REMIC Regular Interest&rdquo; in this Agreement shall be disregarded.

 Class&thinsp;Designation

 Corresponding
 Lower-Tier Regular Interest or Corresponding Trust Subordinate Companion Loan REMIC Regular Interest (1)

 Corresponding
 Component (1)

 Class&thinsp;A-1
 Class&thinsp;LA-1
 Class&thinsp;A-1

 Class&thinsp;A-2
 Class&thinsp;LA-2
 Class&thinsp;A-2

 Class&thinsp;A-3
 Class&thinsp;LA-3
 Class&thinsp;A-3

 Class&thinsp;A-S
 Class&thinsp;LA-S
 Class&thinsp;A-S

 Class&thinsp;B
 Class&thinsp;LB
 Class
 B

 Class&thinsp;C
 Class&thinsp;LC
 Class
 C

 Class&thinsp;D
 Class&thinsp;LD
 Class
 D

 Class E
 Class
 LE
 N/A

 Class F-RR
 Class
 LF-RR
 N/A

 Class G-RR
 Class
 LG-RR
 N/A

 Class VRR
 Class
 LVRR
 N/A

 Uncertificated
 VRR Interest
 Class&thinsp;LUVRR
 N/A

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

 The Holders of each Class
of Loan-Specific Certificates and the owner of each Loan-Specific Uncertificated Interest shall only be entitled to receive distributions
in respect of, and shall only incur losses with respect to, the related Trust Subordinate Companion Loan, which is not part of the Mortgage
Pool backing the Certificates. Neither the Uncertificated VRR Interest nor any Class of Certificates (other than the Class R Certificates)
has an interest in any Trust Subordinate Companion Loan.

 GRANTOR TRUST

 The portions of the Trust
Fund consisting of any Grantor Trust Assets shall be treated as a grantor trust under subpart E, part I of subchapter J of the Code (the
&ldquo; Grantor Trust &rdquo;) for federal income tax purposes. The Grantor Trust Certificates shall represent, and the Grantor Trust
Uncertificated Interests shall constitute, undivided beneficial interests in the Grantor Trust Assets. As provided herein, the Certificate
Administrator shall not take any actions that would cause the Grantor Trust to either (i)&thinsp;lose its status as a &ldquo;grantor trust&rdquo;
or (ii)&thinsp;be treated as part of any Trust REMIC. For the avoidance of doubt, there are no Grantor Trust Assets and, accordingly,
no Grantor Trust will be created, no Grantor Trust Certificates or Grantor Trust

 &thinsp; - 5 - &thinsp;

 &thinsp;

 Uncertificated Interests will be issued
on the Closing Date, and any references to &ldquo;Grantor Trust Assets&rdquo;, &ldquo;Grantor Trust&rdquo;, &ldquo;Grantor Trust Certificates&rdquo;,
&ldquo;Grantor Trust Certificate&rdquo;, &ldquo;Grantor Trust Uncertificated Interests&rdquo; or &ldquo;Grantor Trust Uncertificated
Interest&rdquo; in this Agreement shall be disregarded.

 WHOLE LOANS

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

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

 1
 Mountain
 Industrial Portfolio
 Outside
 Serviced
 MTN
 2026-LPFX TSA
 Note
 A-3-4 Note A-4-4
 Note A-1-1 Note A-2-1

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

 Note A-1-3 Note A-2-3

 Note A-1-4 Note A-2-4

 Note A-1-5 Note A-2-5

 Note A-1-6 Note A-2-6

 Note A-3-1-1 Note A-4-1-1

 Note A-3-1-2 Note A-4-1-2

 Note A-3-2-1 Note A-4-2-1

 Note A-3-2-2 Note A-4-2-2

 Note A-3-2-3 Note A-4-2-3

 Note A-3-3 Note A-4-3 Note A-3-5 Note
 A-4-5

 Note A-3-6 Note A-4-6

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

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

 Note B-1-3 Note B-2-3

 Note B-1-4 Note B-2-4

 Note B-1-5 Note B-2-5

 Note B-1-6 Note B-2-6

 2
 Compass
 Storage National Portfolio
 Serviced
 N/A
 Note
 A-1
 Note A-2

 Note A-3

 Note A-4

 N/A

 &thinsp; - 6 - &thinsp;

 &thinsp;

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

 3
 Pinnacle
 Tower
 Serviced
 N/A
 Note
 A-1
 Note A-2

 Note A-3

 N/A

 9
 Marriott
 Savannah Riverfront
 Outside
 Serviced (1)
 BBCMS
 2026-5C41 PSA (2)
 Note A-2

 &thinsp;

 Note A-1

 Note A-3

 N/A

 10
 1
 Willoughby Square
 Outside
 Serviced
 Benchmark
 2026-V20 PSA
 Note
 A-3
 Note A-1

 Note A-2

 N/A

 11
 ONX
 Industrial Campus
 Servicing
 Shift (3)
 N/A
 (4)
 Note A-3

 Note A-4

 Note A-1

 Note A-2

 Note A-5

 Note A-6

 Note A-7

 Note A-8

 N/A

 16
 535
 & 545 5th Avenue
 Outside
 Serviced
 Benchmark
 2026-V20 PSA
 Note
 A 2-2
 Note A-1

 Note A-2-1

 Note A-3

 Note A-4

 Note A-5

 Note A-6

 Note A-7

 Note A-8

 Note A-9

 Note A-10

 Note A-11

 Note A-12-1

 Note A-12-2

 N/A

 18
 Del
 Rey Campus
 Outside
 Serviced (1)
 Benchmark
 2026-V21 PSA (5)
 Note
 A-3
 Note A-1

 Note A-2

 Note A-4

 N/A

 22
 400
 Arcola Road
 Outside
 Serviced
 Benchmark
 2026-V21 PSA
 Note
 A-5
 Note A-1

 Note A-2

 Note A-3-1

 Note A-3-2

 Note A-4

 N/A

 (1)&thinsp;&thinsp;&thinsp;&thinsp;
 The related Controlling Pari Passu Companion Loan is evidenced by Note A-1.

 (2) The Marriott Savannah Riverfront Mortgage Loan (i) is currently being serviced and administered by an
Outside Servicer and an Outside Special Servicer pursuant to the BBCMS 2026-5C41 PSA, and (ii) upon the inclusion of the related Controlling
Pari Passu Companion Loan in a future commercial mortgage securitization transaction, will be serviced and administered by an Outside
Servicer and an Outside Special Servicer pursuant to the Outside Servicing Agreement governing that future commercial mortgage securitization
transaction.

 (3)&thinsp;&thinsp;&thinsp;&thinsp;
 The related Servicing Shift Lead Note is Note A-1.

 (4) As of the Closing Date, a Servicing Shift Whole Loan will be a Serviced Whole Loan serviced pursuant to
this Agreement. On and after the related Servicing Shift Date, a Servicing Shift Whole Loan will be an Outside Serviced Whole Loan serviced
pursuant to the Outside Servicing Agreement governing the securitization of the related Pari Passu Companion Loan evidenced by the related
Servicing Shift Lead Note.

 (5) The Del Rey Campus Mortgage Loan (i) is currently being serviced and administered by an Outside Servicer
and an Outside Special Servicer pursuant to the Benchmark 2026-V21 PSA, and (ii) upon the inclusion of the related Controlling Pari Passu
Companion Loan in a future commercial mortgage securitization transaction, will be serviced and administered by an Outside Servicer and
an Outside Special Servicer pursuant to the Outside Servicing Agreement governing that future commercial mortgage securitization transaction.

 &thinsp;

 &thinsp; - 7 - &thinsp;

 &thinsp;

 &thinsp;

 &thinsp;

 &thinsp;

 CREDIT RISK
RETENTION

 Regular Certificates and Class S Certificates

 CREFI will be the &ldquo;retaining
sponsor&rdquo; (as such term is defined in Regulation RR) for the securitization transaction constituted by the securitization of the
Mortgage Pool and the issuance, offer and sale of the Non-Vertically Retained Regular Certificates and, if issued, the Class S Certificates.
CREFI is expected, on the Closing Date, to partially satisfy its risk retention obligation through the acquisition and retention (directly
or through one or more Majority-Owned Affiliates) by (i) the Third Party Purchaser of all of the HRR Interest and (ii) GS Bank, an originator
of Mortgage Loans, of the Uncertificated VRR Interest.

 In addition, CREFI is expected
to satisfy the remainder of its risk retention obligation by acquiring, on the Closing Date, and retaining (directly or through a Majority-Owned
Affiliate) the Class VRR Certificates in the initial aggregate principal amount of $15,212,171.

 Loan-Specific Certificates and Loan-Specific Uncertificated
Interests

 For the avoidance of
doubt, the Trust Fund will not include any Trust Subordinate Companion Loans, and no Loan-Specific Certificates or Loan-Specific Uncertificated
Interests will be issued. Accordingly, there will not be a &ldquo;retaining sponsor&rdquo; (as such term is defined in Regulation
RR) or any required risk retention for a securitization transaction constituted by the securitization of a Trust Subordinate Companion
Loan and the issuance, offer and sale of the related Loan-Specific Certificates.

 * * * * *

 As of the Cut-off Date,
the Mortgage Loans have an aggregate Stated Principal Balance equal to approximately $750,154,739. As of the Cut-off Date, there are no
Trust Subordinate Companion Loans in the Trust Fund, and therefore the Stated Principal Balance thereof is $0.

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

 Article
I

DEFINITIONS

 Section&thinsp;1.01 &thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;
 Defined Terms . From time to time, a particular Mortgaged Property or portfolio of Mortgaged Properties may be identified
in this Agreement by name (for example, the Compass Storage National Portfolio Mortgaged Properties); when that occurs, we are referring
to the Mortgaged Property or portfolio of Mortgaged Properties identified by that name on the Mortgage Loan Schedule. From time to time,
a particular Mortgage Loan or Whole Loan may be identified in this Agreement by name (for example, the Compass Storage National Portfolio
Mortgage Loan or the

 &thinsp; - 8 - &thinsp;

 &thinsp;

 Compass Storage National Portfolio Whole Loan);
when that occurs, we are referring to the Mortgage Loan or Whole Loan, as the case may be, secured by the Mortgaged Property or portfolio
of Mortgaged Properties identified by that name on the Mortgage Loan Schedule. From time to time, a particular Companion Loan may be identified
in this Agreement by name (for example, a Compass Storage National Portfolio Companion Loan); when that occurs, we are referring to the
(or, if applicable, an individual) Companion Loan secured by the Mortgaged Property or portfolio of Mortgaged Properties identified by
that name on the Mortgage Loan Schedule. With respect to any Mortgage Loan that is part of a Whole Loan, when the name of a related Mortgaged
Property or portfolio of Mortgaged Properties identified on the Mortgage Loan Schedule (for example, Compass Storage National Portfolio)
is combined with any Whole Loan-related defined term (for example, Companion Loan Holder), reference is being made to such combined term
(for example, Compass Storage National Portfolio Companion Loan Holder) as it relates to that particular Mortgage Loan or the related
Whole Loan as if it were so defined in this Agreement. In addition, whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the meanings specified in this Article.

 &ldquo; 10-K Filing
Deadline &rdquo;: As defined in Section&thinsp;10.05 of this Agreement.

 &ldquo; 30/360 Basis &rdquo;:
The accrual of interest on the basis of a 360-day year consisting of twelve 30-day months.

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

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

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

 &ldquo; Acceptable Insurance
Default &rdquo;: With respect to any Serviced Mortgage Loan (or Serviced Whole Loan), any Default arising when the related Loan Documents
require that the related Mortgagor must maintain all risk casualty insurance or other insurance that covers damages or losses arising
from acts of terrorism and the Special Servicer has determined, in its reasonable judgment in accordance with the Servicing Standard (and
with the consent of the applicable Directing Holder and after non-binding consultation with any applicable Consulting Parties pursuant
to Section 6.09 ), that (i)&thinsp;such insurance is not available at commercially reasonable rates and the subject hazards are not
commonly insured against by prudent owners of similar real

 &thinsp; - 9 - &thinsp;

 &thinsp;

 properties located in or near the geographic
region in which the Mortgaged Property is located (but only by reference to such insurance that has been obtained by such owners at current
market rates), or (ii)&thinsp;such insurance is not available at any rate; provided , however , that the applicable Directing
Holder shall be required to respond to the Special Servicer&rsquo;s request for such consent (or be deemed to have provided such consent)
within the time period in Section&thinsp;6.09(a) with respect to Acceptable Insurance Defaults; provided , further ,
that upon the Special Servicer&rsquo;s determination, consistent with the Servicing Standard, that exigent circumstances do not allow
the Special Servicer to consult with the applicable Consulting Parties, the Special Servicer shall not be required to do so. In making
this determination, the Special Servicer, to the extent consistent with the Servicing Standard, may rely on the opinion of an insurance
consultant.

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

 &ldquo; Act &rdquo;
or &ldquo; Securities Act &rdquo;: The Securities Act of 1933, as it may be amended from time to time and the rules and regulations
thereunder.

 &ldquo; Actual/360 Basis &rdquo;:
The accrual of interest on the basis of the actual number of&thinsp;days elapsed during any relevant accrual period in a year assumed to
consist of 360&thinsp;days.

 &ldquo; Actual/360 Mortgage
Loan &rdquo;: A Mortgage Loan that accrues interest on an Actual/360 Basis.

 &ldquo; Additional Debt &rdquo;:
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.

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

 &ldquo; Additional Form&thinsp;10-D
Disclosure &rdquo;: As defined in Section&thinsp;10.04 of this Agreement.

 &ldquo; Additional Form&thinsp;10-K
Disclosure &rdquo;: As defined in Section&thinsp;10.05 of this Agreement.

 &ldquo; Additional Information &rdquo;:
As defined in Section&thinsp;4.02(a) of this Agreement.

 &ldquo; Additional Servicer &rdquo;:
Each Affiliate of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Depositor, any Mortgage Loan
Seller or any of the Underwriters that Services any of the Mortgage Loans, each Outside Servicer, each Outside Special Servicer and each
Person, other than the Special Servicer or the Certificate Administrator,

 &thinsp; - 10 - &thinsp;

 &thinsp;

 who is not an Affiliate of the Master Servicer,
the Certificate Administrator, the Trustee, the Depositor, any Mortgage Loan Seller or any of the Underwriters who Services 10% or more
of the Mortgage Loans by unpaid principal balance calculated in accordance with the provisions of Regulation AB.

 &ldquo; Additional Servicing
Compensation &rdquo;: As defined in Section&thinsp;3.12(a) of this Agreement.

 &ldquo; Additional Special
Servicing Compensation &rdquo;: As defined in Section&thinsp;3.12(c) of this Agreement.

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

 &ldquo; Administrative
Cost Rate &rdquo;: With respect to any Trust Loan as of any date of determination, a per annum rate equal to the sum of the
Servicing Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Ongoing Fee Rate, the CREFC &reg; Intellectual
Property Royalty License Fee Rate and the Trustee/Certificate Administrator Fee Rate.

 &ldquo; Advance &rdquo;:
Any P&I Advance or Property Advance.

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

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

 &thinsp; - 11 - &thinsp;

 &thinsp;

 &ldquo; Affected Loan(s) &rdquo;:
As defined in Section&thinsp;2.03(a) of this Agreement.

 &ldquo; Affiliate &rdquo;:
With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person;
 provided that, solely for the purposes of the definition of &ldquo;Borrower Party&rdquo;, the term &ldquo;Affiliate&rdquo; means,
with respect to any specified Person, (i) any other Person controlling or controlled by or under common control with such specified Person
or (ii) any other Person that owns, directly or indirectly, 25% (or in the case of a Trust Subordinate Companion Whole Loan, 10%) or more
of the beneficial interests in such specified Person. For the purposes of this definition, &ldquo;control&rdquo; 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 &ldquo;controlling&rdquo; and &ldquo;controlled&rdquo; have
meanings correlative to the foregoing. Upon reasonable request of the Trustee and/or the Certificate Administrator, the Trustee and/or
the Certificate Administrator may obtain and rely on an Officer&rsquo;s Certificate of the Master Servicer, the Special Servicer or the
Depositor to determine whether any Person is an Affiliate of such party.

 &ldquo; Affirmative Asset
Review Vote &rdquo;: As defined in Section&thinsp;11.01(a) .

 &ldquo; Aggregate Available
Funds &rdquo;: With respect to any Distribution Date, an amount equal to the sum of the following (without duplication):

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

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

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

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

 &thinsp; - 12 - &thinsp;

 &thinsp;

 (iv)&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;Yield
Maintenance Charges on the Mortgage Loans;

 (v)&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;Excess
Interest on the ARD Loan(s);

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

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

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

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

 (c)&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;the
aggregate amount of any Compensating Interest Payments made by the Master Servicer with respect to the Mortgage Loans with respect to
the subject Distribution Date and P&I Advances made by the Master Servicer or the Back-Up Advancing Agent, as applicable, with respect
to the Mortgage Loans for the subject Distribution Date (net of the related Trustee/Certificate Administrator Fee, Asset Representations
Reviewer Ongoing Fee and Operating Advisor Fee with respect to the Mortgage Loans (including REO Mortgage Loans) for which such Compensating
Interest Payments or P&I Advances are made, to the extent not already deducted from Aggregate Available Funds pursuant to clause&thinsp;(a)(iii)
of this definition);

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

 (e)&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;with
respect to each Actual/360 Mortgage Loan and any Distribution Date occurring in each March (or February,&thinsp;if the related Distribution
Date is the final Distribution Date), commencing in 2027, any Initial Interest Deposit Amounts and/or

 &thinsp; - 13 - &thinsp;

 &thinsp;

 Withheld Amounts, as applicable, remitted
to the Lower-Tier REMIC Distribution Account pursuant to Section&thinsp;3.23 of this Agreement; and

 (f)&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;with
respect to each Mortgage Loan, if any, that does not have a Monthly Payment due in June 2026 and the Distribution Date occurring in June
2026, if and to the extent not already included in clause (a) of this definition for such Distribution Date, any Initial Month&rsquo;s
Interest Deposit Amount remitted on the Closing Date by the related Mortgage Loan Seller to the Master Servicer pursuant to Section 1
of the related Mortgage Loan Purchase Agreement.

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

 &ldquo; Aggregate Principal
Distribution Amount &rdquo;: With respect to any Distribution Date, an amount equal to the sum of the following amounts (which, for
the avoidance of doubt, will not include any amounts received with respect to any Trust Subordinate Companion Loan or successor REO Companion
Loan):

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

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

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

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

 &ldquo; Agreement &rdquo;:
This Pooling and Servicing Agreement and all amendments hereof and supplements hereto.

 &thinsp; - 14 - &thinsp;

 &thinsp;

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

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

 &ldquo; Anticipated Repayment
Date &rdquo; or &ldquo; ARD&rdquo; : With respect to any ARD Loan, the date upon which such ARD Loan commences accruing interest
at its Revised Rate.

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

 &ldquo; Applicable Back-Up
Advancing Agent Ratings &rdquo;: With respect to any institution that acts or is proposed to act, as the context may require, as the
Back-Up Advancing Agent, (a)&thinsp;a rating on its long-term senior unsecured debt or an issuer credit rating of at least &ldquo;A&rdquo;
by Fitch or a short-term debt rating of at least &ldquo;F1&rdquo; by Fitch, (b) a rating on its long-term senior unsecured debt or a long-term
issuer rating of at least &ldquo;A2&rdquo; by Moody&rsquo;s or a long-term counterparty risk assessment of at least &ldquo;A2(cr)&rdquo;
by Moody&rsquo;s, and (c) a rating on its long-term senior unsecured debt or an issuer credit rating of at least &ldquo;BBB-&rdquo; by
KBRA (or, if not rated by KBRA, then at least an equivalent rating by two other NRSROs which may include Fitch and Moody&rsquo;s) (or,
in the case of any Rating Agency&rsquo;s rating requirement set forth in clause (a) , (b) or (c) above, such other
rating with respect to which the applicable Rating Agency has provided a Rating Agency Confirmation).

 &ldquo; Applicable Co-sponsors &rdquo;:
With respect to any Co-sponsored Mortgage Loan or Co-sponsored Trust Subordinate Companion Loan, the related Mortgage Loan Sellers. For
the avoidance of doubt, there are no Applicable Co-sponsors because there are no Co-sponsored Mortgage Loans with respect to the Trust,
and all references to &ldquo;Applicable Co-sponsors&rdquo; shall be disregarded.

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

 &ldquo; Applicable KBRA
Permitted Investment Rating &rdquo;: (A) In the case of any investments with maturities of 90 days or less, the short-term obligations
of which are rated at least &ldquo;K3&rdquo; by KBRA or the long-term obligations of which are rated at least &ldquo;BBB-&rdquo; by KBRA,
and

 &thinsp; - 15 - &thinsp;

 &thinsp;

 (B) in the case of any investments with maturities
of more than 90 days but less than 365 days, the short-term obligations of which are rated at least &ldquo;K1&rdquo; by KBRA or the long-term
obligations of which are rated at least &ldquo;A-&rdquo; by KBRA (or, in the case of each of clauses (A) and (B) above,
if not then rated by KBRA, an equivalent or higher rating assigned by another NRSRO).

 &ldquo; Applicable Laws &rdquo;:
As defined in Section&thinsp;3.01(l) , Section&thinsp;3.21(h) and Section&thinsp;8.02(h) , respectively, of this Agreement.

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

 &ldquo; Applicable Moody&rsquo;s
Permitted Investment Rating &rdquo;: In the case of any investments, the short-term debt obligations of which are rated at least &ldquo;P-1&rdquo;
by Moody&rsquo;s or the long-term debt obligations of which are rated at least &ldquo;A2&rdquo; by Moody&rsquo;s.

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

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

 &thinsp; - 16 - &thinsp;

 &thinsp;

 S&P (or at least &ldquo;A-1&rdquo; by S&P,
if the long-term obligations of which are rated at least &ldquo;AA-&rdquo; by S&P).

 &ldquo; Applicant &rdquo;:
As defined in Section&thinsp;5.07(a) of this Agreement.

 &ldquo; Appraisal &rdquo;:
An appraisal prepared by an Appraiser, which shall be prepared in accordance with MAI standards.

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

 &thinsp; - 17 - &thinsp;

 &thinsp;

 Advance (or as an expense of the Trust
Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance), or
conduct an internal valuation, as applicable, in accordance with Section 3.10(a) of this Agreement. The Master Servicer shall
provide (via electronic delivery) the Special Servicer with information in its possession that is reasonably required to calculate
or recalculate any Appraisal Reduction Amount pursuant to this definition using reasonable efforts to deliver such information
within five (5) Business Days of the Special Servicer&rsquo;s reasonable written request. None of the Master Servicer, the Trustee
or the Certificate Administrator shall calculate or verify Appraisal Reduction Amounts. On the first Determination Date that is at
least five (5) Business Days following the receipt of such Appraisal or the conducting of an internal valuation, the Special
Servicer (in consultation with the Controlling Class Representative or applicable Loan-Specific Controlling Class Representative (in
each case for so long as such party is a Consenting Party or a Consulting Party)) shall calculate or adjust, as applicable, the
Appraisal Reduction Amount to take into account such Appraisal or internal valuation, as applicable, and such information, if any,
reasonably requested by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal
Reduction Amount. Notwithstanding the foregoing, if an Appraisal is required to be obtained in accordance with Section&thinsp;3.10(a)
of this Agreement but is not obtained or, if permitted, an internal valuation has not been conducted, within 60&thinsp;days after
the occurrence of an Appraisal Reduction Event, then, until such Appraisal is obtained or, if permitted, such internal valuation is
conducted and solely for purposes of determining the amounts of P&I Advances, the Appraisal Reduction Amount for or allocable to
the related Serviced Mortgage Loan (or, in the case of any Trust Subordinate Companion Whole Loan, for such Whole Loan) will equal
25% of the then current Stated Principal Balance of such related Serviced Mortgage Loan (or, in the case of any Trust Subordinate
Companion Whole Loan, 25% of the then current Stated Principal Balance of such Whole Loan, subject to allocation in accordance with
the second following paragraph); provided that, upon receipt of an Appraisal, or, if permitted, completion of an internal
valuation, however, the Appraisal Reduction Amount for such Serviced Mortgage Loan (or Serviced Whole Loan) will be recalculated in
accordance with this definition without regard to this sentence. With respect to each Serviced Loan as to which an Appraisal
Reduction Event has occurred (unless the Serviced Loan has become a Corrected Loan (if a Servicing Transfer Event had occurred with
respect to the related Serviced Loan) and has remained current for three&thinsp;consecutive Monthly Payments, and with respect to
which no other Appraisal Reduction Event has occurred during the preceding three months), the Special Servicer shall, within
30&thinsp;days of each anniversary of such Appraisal Reduction Event, order an Appraisal (which may be an update of the prior
Appraisal) (the cost of which will be covered by, and reimbursable as, a Property Advance by the Master Servicer or as an expense of
the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable
Advance) or, if applicable, conduct an internal valuation, provided , however , no new or updated Appraisal or internal
valuation will be required if the Serviced Loan or REO Property is under contract to be sold within 90&thinsp;days of such Appraisal
Reduction Event or anniversary thereof and the Special Servicer reasonably believes such sale is likely to close. Based upon such
Appraisal or letter updates thereto, or, if applicable, an internal valuation, the Special Servicer shall determine and report to
the Master Servicer, the Certificate Administrator and the Back-Up Advancing Agent the Appraisal Reduction Amount, if any, with
respect to such Serviced Mortgage Loan (or Serviced Whole Loan), and each of those parties shall be entitled to rely conclusively on
such determination by the Special Servicer. The Special Servicer shall deliver a copy of any such Appraisal or internal valuation to
the Master Servicer,

 &thinsp; - 18 - &thinsp;

 &thinsp;

 the Operating Advisor, the Certificate Administrator
and the Back-Up Advancing Agent, which shall be in electronic format. Each Appraisal Reduction Amount shall also be adjusted with
respect to the next Distribution Date to take into account any subsequent Appraisal and annual letter updates or, if applicable, any subsequent
internal valuation, as of the date of each such subsequent Appraisal or letter update or, if applicable, internal valuation.

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

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

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

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

 &thinsp; - 19 - &thinsp;

 &thinsp;

 date 30&thinsp;days after the Balloon Payment
was due, the date occurring 120&thinsp;days after the date on which the Balloon Payment was due (or such shorter period beyond the date
on which that Balloon Payment was due during which the refinancing is scheduled to occur), (iv) the date on which&thinsp;the related Mortgaged
Property has become an REO Property, (v)&thinsp;a receiver or similar official is appointed and continues for 60&thinsp;days in such capacity
in respect of the related Mortgaged Property, (vi)&thinsp;60&thinsp;days after the related Mortgagor is subject to a bankruptcy, insolvency
or similar proceedings, which, in the case of an involuntary bankruptcy, insolvency or similar proceeding, is not dismissed within those
60&thinsp;days, or (vii) the date on which the Serviced Loan (or Serviced Whole Loan) remains outstanding five (5) years following any extension
of its Maturity Date pursuant to this Agreement. If an Appraisal Reduction Event occurs with respect to any Serviced Mortgage Loan that
is part of a Serviced Whole Loan, then an Appraisal Reduction Event shall be deemed to have occurred with respect to the related Serviced
Companion Loan(s). If an Appraisal Reduction Event occurs with respect to any Serviced Companion Loan that is part of a Serviced Whole
Loan, then an Appraisal Reduction Event shall be deemed to have occurred with respect to the related Serviced Mortgage Loan and any other
Serviced Companion Loan(s) included as part of that Serviced Whole Loan. No Appraisal Reduction Event may occur with respect to any Serviced
Loan at any time when the aggregate Certificate Balance of all Classes of Non-Vertically Retained Principal Balance Certificates (other
than the Class&thinsp;A-1, Class A-2 and Class A-3 Certificates) and, solely in the case of any Trust Subordinate Companion Whole Loan,
also the aggregate Certificate Balance of all related Classes of Loan-Specific Principal Balance Certificates, has been reduced to
zero. The Special Servicer shall notify the Master Servicer and the Master Servicer shall notify the Special Servicer, as applicable,
promptly upon the occurrence of any of the foregoing events.

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

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

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

 &ldquo; Arbitration Rules &rdquo;:
As defined in Section&thinsp;2.03(i)(i) .

 &ldquo; Arbitration Services
Provider &rdquo;: As defined in Section&thinsp;2.03(i)(i) .

 &thinsp; - 20 - &thinsp;

 &thinsp;

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

 &ldquo; Asset Representations
Reviewer &rdquo;: BellOak, LLC, a Delaware limited liability company, or its successor-in-interest, or any successor Asset
Representations Reviewer as herein provided.

 &ldquo; Asset Representations
Reviewer Asset Review Fee &rdquo;: As defined in Section&thinsp;11.02(b) .

 &ldquo; Asset Representations
Reviewer Ongoing Fee &rdquo;: As defined in Section&thinsp;11.02(a) .

 &ldquo; Asset Representations
Reviewer Ongoing Fee Rate &rdquo;: As defined in Section&thinsp;11.02(a) .

 &ldquo; Asset Representations
Reviewer Termination Event &rdquo;: As defined in Section&thinsp;11.05(a) .

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

 &ldquo; Asset Review Notice &rdquo;:
As defined in Section&thinsp;11.01(a) .

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

 &ldquo; Asset Review Report &rdquo;:
As defined in Section&thinsp;11.01(b)(vii)(C) .

 &ldquo; Asset Review Report
Summary &rdquo;: As defined in Section&thinsp;11.01(b)(vii)(C) .

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

 &ldquo; Asset Review Trigger &rdquo;:
Any time when, as of the end of the applicable Collection Period, either (1)&thinsp;Mortgage Loans with an aggregate outstanding principal
balance of 30.0% or more of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Mortgage Loans)
held by the Trust are Delinquent Loans, or (2)&thinsp;at least 15&thinsp;Mortgage Loans are Delinquent Loans and the aggregate outstanding
principal balance of such Delinquent Loans constitutes at least 20.0% of the aggregate outstanding principal balance of all of the Mortgage
Loans (including any REO Mortgage Loans) held by the Trust.

 &thinsp; - 21 - &thinsp;

 &thinsp;

 &ldquo; Asset Review Vote
Election &rdquo;: As defined in Section&thinsp;11.01(a) .

 &ldquo; Asset Status Report &rdquo;:
As defined in Section&thinsp;3.21(b) .

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

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

 &ldquo; Authenticating
Agent &rdquo;: Any authenticating agent appointed by the Certificate Administrator pursuant to Section&thinsp;5.09 of this Agreement.

 &ldquo; Available Funds &rdquo;:
For any Distribution Date, (i) with respect to distributions to be made on the Certificates and the Uncertificated VRR Interest, the Aggregate
Available Funds, (ii) with respect to distributions to be made on the Non-Vertically Retained Certificates (other than the Class S Certificates),
the Non-Vertically Retained Available Funds, (iii) with respect to distributions to be made on the Combined VRR Interest and the Class
R Certificates, the Combined VRR Available Funds, and (iv) with respect to distributions to be made on the Loan-Specific Certificates
and any Loan-Specific Uncertificated Interest relating to a particular Trust Subordinate Companion Loan and on the Class R Certificates,
the related Trust Subordinate Companion Loan Available Funds.

 &ldquo; Back-Up Advancing
Agent &rdquo;: The back-up advancing agent designated or appointed pursuant to Section 8.12 of this Agreement. The Certificate
Administrator shall be the initial Back-Up Advancing Agent.

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

 &thinsp; - 22 - &thinsp;

 &thinsp;

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

 &ldquo; Barclays &rdquo;:
Barclays Capital Real Estate Inc., a Delaware corporation, and its successors in interest.

 &ldquo; Barclays Mortgage
Loan Purchase Agreement &rdquo;: The mortgage loan purchase agreement, dated as of the Closing Date, by and between Barclays and the
Depositor.

 &ldquo; Barclays Mortgage
Loans &rdquo;: The Mortgage Loans (or portions thereof) transferred by Barclays to the Depositor and/or the Trust pursuant to the Barclays
Mortgage Loan Purchase Agreement and this Agreement.

 &ldquo; Base Interest Fraction &rdquo;:
With respect to any Principal Prepayment on any Mortgage Loan and with respect to any Class&thinsp;of the Class&thinsp;A-1, Class A-2,
Class A-3, Class&thinsp;A-S, Class&thinsp;B, Class&thinsp;C and Class D Certificates, a fraction (a)&thinsp;whose numerator is the amount,
if any, by which (i)&thinsp;the Pass-Through Rate on such Class&thinsp;of Certificates exceeds (ii)&thinsp;the discount rate used in accordance
with the related Loan Documents in calculating the Yield Maintenance Charge with respect to such Principal Prepayment (or, if the Yield
Maintenance Charge is a fixed percentage of the principal balance of the related Mortgage Loan, the yield rate applicable to any related
yield maintenance charge or that is otherwise described in the related Loan Documents) and (b)&thinsp;whose denominator is the amount, if
any, by which (i)&thinsp;the Mortgage Rate on such Mortgage Loan exceeds (ii)&thinsp;the discount rate used in accordance with the related
Loan Documents in calculating the Yield Maintenance Charge with respect to such Principal Prepayment (or, if the Yield Maintenance Charge
is a fixed percentage of the principal balance of the related Mortgage Loan, the yield rate applicable to any related yield maintenance
charge or that is otherwise described in the related Loan Documents); provided , however , that under no circumstances shall
the Base Interest Fraction be greater than one. If the discount rate referred to in the preceding sentence is greater than or equal to
both of (x)&thinsp;the Mortgage Rate on the related Mortgage Loan and (y)&thinsp;the Pass-Through Rate described in the preceding sentence,
then the Base Interest Fraction shall equal zero, and if such discount rate is greater than or equal to the Mortgage Rate on such Mortgage
Loan, but less than the Pass-Through Rate described in the preceding sentence, then the Base Interest Fraction shall equal one.

 &ldquo; BBCMS 2026-5C41
PSA &rdquo;: The Outside Servicing Agreement that is governing the servicing of the Marriott Savannah Riverfront Whole Loan as of the
Closing Date and pursuant to which the BBCMS Mortgage Trust 2026-5C41, Commercial Mortgage Pass-Through Certificates, Series 2026-5C41,
were issued.

 &ldquo; Benchmark 2026-V20
PSA &rdquo;: The Outside Servicing Agreement that is governing the servicing of the 1 Willoughby Square Whole Loan and the 535 &
545 5th Avenue Whole Loan as of the Closing Date and pursuant to which the Benchmark 2026-V20 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2026-V20, were issued.

 &ldquo; Benchmark 2026-V21
PSA &rdquo;: The Outside Servicing Agreement that is governing the servicing of the Del Rey Campus Whole Loan and the 400 Arcola Road
Whole Loan as of the

 &thinsp; - 23 - &thinsp;

 &thinsp;

 Closing Date and pursuant to which the Benchmark
2026-V21 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-V21, were issued.

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

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

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

 &ldquo; Breach &rdquo;:
As defined in Section 2.03(a) of this Agreement.

 &ldquo; Business Day &rdquo;:
Any day other than a Saturday, a Sunday or any day on which the New York Stock Exchange, the Federal Reserve Bank of New York or banking
institutions in the States of New York, North Carolina, Georgia, Texas, Florida and Delaware, the cities in which the principal offices
of the Operating Advisor, the Master Servicer or the Special Servicer are located, or the city in which the Corporate Trust Office of
the Certificate Administrator or the Trustee is located, are authorized or obligated by law, executive order or governmental decree to
be closed.

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

 &ldquo; Certificate &rdquo;:
Any Class&thinsp;A-1, Class A-2, Class A-3, Class&thinsp;X-A, Class X-B, Class X-D, Class&thinsp;A-S, Class&thinsp;B, Class&thinsp;C,
Class&thinsp;D, Class E, Class F-RR, Class G-RR or Class R Certificate (and, if issued, any Class VRR or Class S Certificate), in any event
issued, authenticated and delivered hereunder.

 &ldquo; Certificate Administrator &rdquo;:
Citibank, N.A., a national banking association, or its successor in interest, or any successor Certificate Administrator appointed as
herein provided.

 &thinsp; - 24 - &thinsp;

 &thinsp;

 &ldquo; Certificate Administrator
Accounts &rdquo;: As defined in Section&thinsp;3.07(a) of this Agreement.

 &ldquo; Certificate Administrator
Personnel &rdquo;: The divisions and individuals of the Certificate Administrator who are involved in the performance of the duties
of the Certificate Administrator under this Agreement.

 &ldquo; Certificate Administrator&rsquo;s
Website &rdquo;: The internet website of the Certificate Administrator, initially located at https://sf.citidirect.com.

 &ldquo; Certificate Balance &rdquo;:
(i) With respect to any Class&thinsp;of Principal Balance Certificates outstanding at any time, (A)&thinsp;as of any date of determination
on or prior to the first Distribution Date, an amount equal to the aggregate initial Certificate Balance of such Class&thinsp;of Principal
Balance Certificates, as specified in the Preliminary Statement hereto, and (B)&thinsp;as of any date of determination after the first Distribution
Date, an amount equal to the Certificate Balance of such Class&thinsp;of Principal Balance Certificates on the Distribution Date immediately
prior to such date of determination, after any actual distributions of principal thereon and allocations of applicable Realized Losses
thereto on such prior Distribution Date, and after any increases to such Certificate Balance on such prior Distribution Date (as and to
the extent provided in Section&thinsp;4.01(g) of this Agreement) in connection with recoveries of Nonrecoverable Advances previously
reimbursed out of collections of principal on the Mortgage Loans.

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

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

 &ldquo; Certificate Owner &rdquo;:
A Beneficial Owner of a Global Certificate issued with respect to a Class of Certificates.

 &ldquo; Certificate Register &rdquo;
and &ldquo; Certificate Registrar &rdquo;: The register maintained and the registrar appointed pursuant to Section&thinsp;5.03(a)
of this Agreement.

 &thinsp; - 25 - &thinsp;

 &thinsp;

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

 (a)&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;solely
for the purpose of giving any consent, approval, waiver or taking any action pursuant to this Agreement (including voting on amendments
to this Agreement) that specifically relates to the rights, duties, compensation or termination of, and/or any other matter specifically
involving, the Depositor, the Master Servicer, the Special Servicer, any Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer, any Mortgage Loan Seller or any Person known to a Responsible
Officer of the Certificate Registrar to be an Affiliate of any such party, or that would trigger an Asset Review with respect to a Mortgage
Loan, any Certificate registered in the name of or beneficially owned by such party or any Affiliate thereof shall be deemed not to be
outstanding and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage
of Voting Rights necessary to effect any such consent, approval, waiver or take any such action has been obtained;

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

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

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

 &ldquo; Certificateholder
Quorum &rdquo;: A quorum that:

 &thinsp; - 26 - &thinsp;

 &thinsp;

 (1)&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;for
purposes of a vote to terminate and replace the Special Servicer or the Asset Representations Reviewer at the request of the Holders of
Certificates evidencing not less than 25% of the Pooled Voting Rights (without regard to the application of any Appraisal Reduction Amounts),
pursuant to Section&thinsp;6.08(a)(ii) or Section&thinsp;11.05(b) , as applicable, of this Agreement, consists of the Holders
of Certificates evidencing at least 50% of the Pooled Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts
to notionally reduce the Certificate Balances of the respective Classes of Principal Balance Certificates) of all of the Certificates,
on an aggregate basis;

 (2)&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;for
purposes of a vote to terminate and replace the Special Servicer for a Trust Subordinate Companion Whole Loan at the request of the Holders
of Certificates and/or related Loan-Specific Certificates evidencing not less than 25% of the Voting Rights allocable to the Certificates
and related Loan-Specific Certificates (without regard to the application of any Appraisal Reduction Amounts), if an applicable Control
Termination Event and a related Control Appraisal Period have occurred and are continuing, pursuant to Section&thinsp;6.08(a)(iii)
of this Agreement, consists of the Holders of Certificates and/or related Loan-Specific Certificates evidencing at least 50% of the Voting
Rights (taking into account the allocation of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the respective
Classes of Principal Balance Certificates and related Loan-Specific Principal Balance Certificates) of all of the Certificates and related
Loan-Specific Certificates, on an aggregate basis;

 (3)&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;for
purposes of a vote to terminate and replace the Special Servicer with respect to a Trust Subordinate Companion Whole Loan at the request
of the Holders of related Loan-Specific Certificates evidencing at least 25% of the related Loan-Specific Voting Rights, if a related
Loan-Specific Control Termination Event has occurred and is continuing and a related Control Appraisal Period is not in effect, pursuant
to Section 6.08(a)(iv) of this Agreement, consists of the Holders of related Loan-Specific Certificates evidencing at least 66-2/3%
of the Loan-Specific Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts to notionally reduce the Certificate
Balances of the respective Classes of applicable Loan-Specific Principal Balance Certificates) of all related Loan-Specific Certificates,
on an aggregate basis;

 (4)&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;for
purposes of a vote to terminate and replace the Special Servicer (including with respect to any Trust Subordinate Companion Whole Loan)
based on a recommendation of the Operating Advisor, pursuant to Section 6.08(b)(i) of this Agreement, consists of the Holders and/or
beneficial owners of Certificates evidencing at least 20% of the aggregate outstanding principal balance of all the Principal Balance
Certificates, with such quorum including at least three Holders or Beneficial Owners of Certificates that are not Risk Retention Affiliated
with each other;

 (5)&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;[RESERVED];
and

 (6)&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;for
purposes of a vote to terminate and replace the Special Servicer with respect to a Trust Subordinate Companion Whole Loan based on a recommendation
of the Operating Advisor pursuant to Section&thinsp;6.08(b)(iii) of this Agreement, consists of the Holders of related Loan-Specific
Certificates evidencing at least 20% of the aggregate of the outstanding principal balances of all the related Loan-Specific Principal
Balance Certificates, with such

 &thinsp; - 27 - &thinsp;

 &thinsp;

 quorum including at least three (3) Holders
or Beneficial Owners of related Loan-Specific Certificates that are not Risk Retention Affiliated with each other.

 &ldquo; Certificateholder
Repurchase Request &rdquo;: As defined in Section&thinsp;2.03(f) of this Agreement.

 &ldquo; Certification Parties &rdquo;:
As defined in Section&thinsp;10.06 of this Agreement.

 &ldquo; Certifying Certificateholder &rdquo;:
As defined in Section&thinsp;5.07(a) of this Agreement.

 &ldquo; Certifying Person &rdquo;:
As defined in Section&thinsp;10.06 of this Agreement.

 &ldquo; Certifying Servicer &rdquo;:
As defined in Section&thinsp;10.08 of this Agreement.

 &ldquo; Class &rdquo;:
With respect to the Certificates and the Loan-Specific Certificates, all of the Certificates or Loan-Specific Certificates, as applicable,
bearing the same alphabetical or alphanumeric class designation, and with respect to the Lower-Tier Regular Interests and the Trust
Subordinate Companion Loan REMIC Regular Interests, each such interest set forth in the Preliminary Statement hereto.

 &ldquo; Class&thinsp;A-1
Certificate &rdquo;: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit&thinsp;A-1 hereto.

 &ldquo; Class&thinsp;A-1
Component &rdquo;: The Component having such designation.

 &ldquo; Class&thinsp;A-1
Pass-Through Rate &rdquo;: With respect to the Class A-1 Certificates, f…

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